Common use of Liens and Security Interests Clause in Contracts

Liens and Security Interests. The Lessor Trust further intends and agrees that, for the purpose of securing the payment of all the amounts owing to the Lenders under the Operative Documents, (i) this Assignment shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code; (ii) the assignment provided for in Section 2 shall be deemed to be a grant by the Lessor Trust to the Administrative Agent for the benefit of the Lenders of, and the Lessor Trust does hereby grant to the Administrative Agent for the benefit of the Lenders, a security interest in all of the right, title and interest of the Lessor Trust in and to the items described in Section 2 to the Administrative Agent for the benefit of the Lenders to secure all Loans advanced by the Lenders, together with interest thereon, and all other amounts payable under the Operative Documents in connection therewith; (iii) the possession by the Administrative Agent or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessor Trust shall be deemed to have been given for the purpose of perfecting such security interest under any Requirement of Law. The Lessor Trust and each Lessee shall, to the extent consistent with the Operative Documents, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Assignment was deemed to create a security interest in the items described in Section 2 in accordance with this Section, such security interest would be deemed to be a perfected security interest and will be maintained as such throughout the Lease Term.

Liens and Security Interests. The Lessor Trust parties hereto further intends intend and agrees agree that, for the purpose of securing Lessee's obligations for the payment repayment of all sums due under this Lease, including the amounts owing to the Lenders under the Operative Documentsabove-described loans, (i) this Assignment Lease shall also be deemed to be a security agreement agreement, fixture filing, and financing statement within the meaning of Article 9 of the Uniform Commercial CodeCode and a real property mortgage or deed of trust, as applicable; (ii) the assignment provided for in Section 2 shall be deemed Lessee grants to be a grant by the Lessor Trust to the Administrative Agent for the benefit of the Lenders of, and the Lessor Trust does hereby grant to the Administrative Agent for the benefit of the Lenders, a security interest in all of Lessee's interest in the right, title and interest of the Lessor Trust Property (defined in and to the items described in Section 2 to the Administrative Agent for the benefit of the Lenders to secure all Loans advanced by the Lenders, together with interest thereon, and all other amounts payable under the Operative Documents in connection therewithsubsection 7.2(c) below); (iii) the conveyance provided for in Article 2 shall be deemed a grant of a security interest in Lessee's beneficial ownership interest in the Property and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Property so as to create and grant a first lien and prior security interest in the Property (A) pursuant to this Lease for the benefit of Lessor to secure to Lessor the obligations of Lessee under the Lease and (B) pursuant to the Deed of Trust to secure to Agent the obligations of the Lessor under the Deed of Trust and the Notes; (iv) the possession by the Administrative Agent Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (ivv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessor Trust Lessee shall be deemed to have been given for the purpose of perfecting such security interest under any Requirement applicable law. In such event, Lessor shall have all of Lawthe rights, powers and remedies of a grantee and a secured party available under applicable law, including, without limitation, judicial or nonjudicial foreclosure or power of sale, as and to the extent available under applicable law. The filing of this Lease (or a memorandum hereof) shall be deemed to constitute the filing of a deed to secure debt and the filing of any financing statement in connection with this Lease shall be deemed to constitute the filing of a financing statement to perfect the deed to secure debt and security interests in the Property as aforesaid to secure the payment of all amounts due from time to time from Lessee to Lessor Trust under this Lease and each the other Operative Documents. If this transaction is treated as a financing, the obligation arising hereunder shall be with full recourse to Lessee and shall not be treated as recourse only to the Property. To the fullest extent permitted by applicable law, Lessor and Lessee intend that the Property (other than the Land) be and remain at all times personal property regardless of the manner or extent to which any of the Property (other than the Land) may be attached or affixed to any real property. Except as required by applicable law, Lessee shall not under any circumstances take any action or make any filing or recording which could cause the Property (other than the Land) to be deemed to be real property or permit any Person to obtain any interest in the Property (other than the Land) as a result of the Property (other than the Land) being deemed to be in whole or in part real property. This Lease secures and shall be security for any and all future advances made by Lessor to Lessee. Nothing contained herein shall be deemed an obligation on the part of Lessor to make any further advances. The parties hereto shall, to the extent consistent with the Operative Documentsthis Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Assignment was Lease were deemed to create a security interest in the items described in Section 2 Property in accordance with this SectionSection 7.2, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that neither Lessor nor any Participant has provided nor will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto further intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statutes of the United States of America or any State or Commonwealth thereof affecting any party hereto, the transactions evidenced by this Lease Termshall be regarded as loans made by an unrelated third party lender to Lessee. Specifically, but without limiting the foregoing or the generality of Section 7.1, Lessee, as trustor, hereby grants, bargains, sells, warrants, conveys, aliens, remises, releases, assigns, sets over and confirms to Lessor, as beneficiary, WITH POWER OF SALE, AND RIGHT OF ENTRY AND INSPECTION, all of Lessee's present and future right, title, and interest in and to the following (collectively, the "Trust Property"): (i) the Land and the Property and Appurtenant Rights relating thereto and all proceeds, both cash and noncash thereof; (ii) all easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights, minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging, relating or appertaining to the Land and the Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Lessee; (iii) all articles of personal property of every kind and nature whatsoever, tangible or intangible, now, heretofore or hereafter acquired with any proceeds of the Advances, and now, heretofore or hereafter (A) arising out of or related to the ownership of the Property, or (B) located in, on or about the Property, or (C) used or intended to be used with or in connection with the construction, use, operation or enjoyment of the Property; (iv) all right, title and interest of Lessee in any and all leases, rental agreements and arrangements of any sort now or hereafter affecting the Property or any portion thereof and providing for or resulting in the payment of money to Lessee for the use of the Property or any portion thereof, whether the user enjoys the Property or any portion thereof as tenant for years, licensee, tenant at sufferance or otherwise, and irrespective of whether such leases, rental agreements and arrangements be oral or written, and including any and all extensions, renewals and modifications thereof (the "Subject Leases") and guaranties of the performance or obligations of any tenants or lessees thereunder, together with all income, rents, issues, profits and revenues from the Subject Leases (including all tenant security deposits and all other tenant deposits, whether held by Lessee or in a trust account, and all other deposits and escrow funds relating to any Subject Leases), and all the estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of Lessee of, in and to the same; provided, however, that although this Lease contains (and it is hereby agreed that this Lease contains) a present, current, unconditional and absolute assignment of all of said income, rents, issues, profits and revenues, Lessee shall collect and apply such rental payments and revenues as provided in the Lease and the other Operative Agreements; (v) all right, title and interest of Lessee to and under all agreements, management contracts, consents, authorizations, certificates and other rights of every kind and character of any Governmental Authority affecting the Property, to the extent the same are transferable, service contracts, utility contracts, leases of equipment, documents and agreements relating to the construction of any Improvements (including any and all construction contracts, architectural contracts, engineering contracts, designs, plans, specifications, drawings, surveys, tests, reports, bonds and governmental approvals) and all other contracts, licenses and permits now or hereafter affecting the Property or any part thereof and all guaranties and warranties with respect to any of the foregoing (the "Subject Contracts"); (vi) all right, title and interest of Lessee in any insurance policies or binders now or hereafter relating to the Property, including any unearned premiums thereon, as further provided in this Lease; (vii) all right, title and interest of Lessee in any and all awards, payments, proceeds and the right to receive the same, either before or after any foreclosure hereunder, as a result of any temporary or permanent injury or damage to, taking of or decrease in the value of the Property by reason of casualty, condemnation or otherwise as further provided in this Lease; (viii) all right, title and interest of Lessee in all utility, escrow and all other deposits (and all letters of credit, certificates of deposit, negotiable instruments and other rights and evidence of rights to cash) now or hereafter relating to the Property or the purchase, construction or operation thereof; (ix) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action; and (x) all Modifications, extensions, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any of the foregoing, and all property of any nature constituting proceeds acquired with proceeds of any of the property described hereinabove; all of which foregoing items are hereby declared and shall be deemed to be a portion of the security for the indebtedness and Advances herein described, a portion of the above described collateral being located upon the Land. Condition of the Property. LESSEE ACKNOWLEDGES AND AGREES THAT IT IS RENTING THE PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY LESSOR AND SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF LEGAL REQUIREMENTS WHICH MAY EXIST ON THE DATE HEREOF. NEITHER LESSOR NOR ANY PARTICIPANT HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED, INCLUDING THE CONDITION OF ANY IMPROVEMENTS THEREON, THE SOIL CONDITION, OR ANY ENVIRONMENTAL OR HAZARDOUS MATERIAL CONDITION) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER (EXPRESS OR IMPLIED), WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF) AND NEITHER LESSOR NOR ANY PARTICIPANT SHALL BE LIABLE FOR ANY LATENT, HIDDEN OR PATENT DEFECT THEREIN OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT.

Liens and Security Interests. (a) The Lessor Trust parties hereto further intends intend and agrees agree that, for the purpose of securing Xxxxxx's obligations for the payment repayment of all the amounts owing to the Lenders under the Operative Documentsabove-described loans, (i) this Assignment Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial CodeCode and a real property mortgage or deed of trust, as applicable; (ii) the assignment conveyance provided for in Section 2 Article II shall be deemed to be a grant by of a security interest in and a mortgage lien on Xxxxxx's beneficial ownership interest in the Lessor Land and the Property (including the right to exercise all remedies as are contained in the Deed of Trust to upon the Administrative Agent occurrence of a Lease Event of Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of the Lenders of, Agent Lessor to secure Xxxxxx's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Agent Lessor Trust does hereby grant holds title to the Administrative Agent Property so as to create and grant a first lien and prior security interest in the Property (A) pursuant to this Lease for the benefit of the LendersAgent under the Assignment of Lease, a security interest in all to secure to the Agent the obligations of Lessee under the Lease and (B) pursuant to the Deed of Trust to secure to Agent the obligations of the right, title and interest of the Agent Lessor Trust in and to the items described in Section 2 to the Administrative Agent for the benefit of the Lenders to secure all Loans advanced by the Lenders, together with interest thereon, and all other amounts payable under the Operative Documents in connection therewithDeed of Trust and the Notes; (iii) the possession by the Administrative Agent Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessor Trust Lessee shall be deemed to have been given for the purpose of perfecting such security interest under any Requirement of Lawapplicable law. The Lessor Trust and each Lessee parties hereto shall, to the extent consistent with the Operative Documentsthis Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Assignment was Lease were deemed to create a security interest in the items described in Section 2 Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Xxxxxx acknowledges and agrees that neither any Lessor, Agent Lessor, Agent, or any Lender has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. (b) The parties hereto further intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting any party hereto, the transactions evidenced by this Lease Termshall be regarded as loans made by an unrelated third party lender to Lessee. (c) Specifically, but without limiting the foregoing or the generality of Section 7.1, Lessee hereby grants, bargains, sells, warrants, conveys, aliens, remises, releases, assigns, sets over and confirms to Agent Lessor all of Xxxxxx's right, title, and interest in and to the following (collectively, the "MORTGAGED PROPERTY"): (i) Xxxxxx's leasehold interest in the Ground Lease, (ii) the Land and the Property and Appurtenant Rights relating thereto and all proceeds, both cash and noncash thereof; (iii) all easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights, minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging, relating or appertaining to the Land and the Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Lessee; (iv) all right, title and interest of Lessee in all furnishings, furniture, fixtures, machinery, apparatus, Equipment, fittings, appliances, building supplies and

Liens and Security Interests. (a) The Lessor Trust parties hereto further intends intend and agrees agree that, for the purpose of securing Lessee's obligations for the payment repayment of the above-described loans, and all the other amounts owing to the Lenders Participants under the Operative DocumentsAgreements, (i) this Assignment Lease shall also be deemed to be a security agreement and agreement, financing statement and fixture filing within the meaning of Article 9 of the Uniform Commercial CodeCode and a real property mortgage or deed of trust, as applicable; (ii) this Lease grants a security interest in and a mortgage lien on Lessee's beneficial ownership interest in each Property (including the assignment provided for in Section 2 shall be deemed right to be a grant by the Lessor Trust exercise all remedies as are contained (A) pursuant to the Administrative Agent this Lease for the benefit of Lessor, to secure to Lessor the Lenders of, obligations of Lessee under the Lease and the Lessor Trust does hereby grant all amounts owing to the Administrative Participants under the Operative Agreements, including amounts payable from the sale or disposition of a Property and (B) pursuant to the Deed of Trust to secure to Agent for the benefit of the Lenders, a security interest in all of the right, title and interest obligations of the Lessor under the Deed of Trust in and the Notes and all amounts owing to the items described in Section 2 to the Administrative Agent for the benefit of the Lenders to secure all Loans advanced by the Lenders, together with interest thereon, and all other amounts payable Participants under the Operative Documents in connection therewithAgreements, including amounts payable from the sale or disposition of a Property; (iii) the possession by the Administrative Agent Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgmentsacknowledgements, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessor Trust Lessee shall be deemed to have been given for the purpose of perfecting such security interest under any Requirement of Lawapplicable law. The Lessor Trust and each Lessee parties hereto shall, to the extent consistent with the Operative Documentsthis Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Assignment was Lease were deemed to create a security interest in the items described in Section 2 each Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. If this transaction is treated as a financing, the obligations arising hereunder shall be with full recourse to Lessee and shall not be treated as recourse only to the Properties. To the fullest extent permitted by applicable law, Lessor and Lessee intend that the Properties (other than the Land relating to the Properties) be and remain at all times personal property regardless of the manner or extent to which any part of the Properties (other than the Land relating to the Properties) may be attached or affixed to any real property. Except as required by applicable law, Lessee shall not under any circumstances take any action or make any filing or recording which could cause any Property (other than the Land relating to such Property) to be deemed to be real property or permit any Person to obtain any interest in any Property (other than the Land relating to such Property) as a result of any Property (other than the Land relating to such Property) being deemed to be in whole or in part real property. Nothing contained herein shall be deemed an obligation on the part of Lessor to make any further advances. Nevertheless, Lessee acknowledges and agrees that neither Lessor, Agent nor any other Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. (b) The parties hereto further intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting any party hereto, the transactions evidenced by this Lease Termshall be regarded as loans made by an unrelated third party lender to Lessee. (c) Specifically, but without limiting the foregoing or the generality of SECTION 7.1 for purposes of securing Lessee's obligations for the above-described loans, Lessee hereby grants, bargains, sells, mortgages, conveys, aliens, remises, releases, assigns, sets over and confirms to Lessor, with power of sale, all of Lessee's right, title, and interest in and to the following (collectively, the "MORTGAGED PROPERTY"): (i) all Land and all Properties and Appurtenant Rights relating thereto and all proceeds, both cash and noncash thereof; (ii) all easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights, minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging, relating or appertaining to such Land and such Properties or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Lessee; (iii) all right, title and interest of Lessee in all furnishings, furniture, fixtures, machinery, apparatus, Equipment, fittings, appliances, building supplies and materials, chattels, goods, consumer goods, farm products, inventory, warranties, chattel paper, documents, accounts, general intangibles, trade names, trademarks, servicemarks, logos (including any names or symbols by which a Property is known) and goodwill related thereto, and all other articles of personal property of every kind and nature whatsoever, tangible or tangible, now, heretofore or hereafter acquired with any proceeds of the Advances and now, heretofore or hereafter (A) arising out of or related to the ownership of a Property, or (B) located in, on or about a Property, or (C) used or intended to be used in connection with the construction, use, operation or enjoyment of a Property; (iv) all right, title and interest of Lessee in any and all leases, subleases, rental agreements and arrangements of any sort now or hereafter affecting a Property or any portion thereof and providing for or resulting in the payment of money to Lessee for the use of a Property or any portion thereof, whether the user enjoys a Property or any portion thereof as tenant for years, licensee, tenant at sufferance or otherwise, and irrespective of whether such leases, rental agreements and arrangements be oral or written, and including any and all extensions, renewals and modifications thereof (the "SUBJECT LEASES") and guaranties of the performance or obligations of any tenants or lessees thereunder, together with all income, rents, issues, profits and revenues from the Subject Leases (including all tenant security deposits and all other tenant deposits, whether held by Lessee or in a trust account, and all other deposits and escrow funds relating to any Subject Leases), and all the estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of Lessee of, in and to the same; provided, however, that although this Lease contains (and it is hereby agreed that this Lease contains) a present, current, unconditional and absolute assignment of all of said income, rents, issues, profits and revenues, Lessee shall collect and apply such rental payments and revenues as provided in the Lease and the other Operative Agreements; (v) all right, title and interest of Lessee to and under all agreements, management contracts, consents, authorizations, certificates and other rights of every kind and character of any Governmental Authority affecting any Property, to the extent the same are transferable, service contracts, utility contracts, leases of equipment, documents and agreements relating to the construction of any Improvements (including any and all construction contracts, architectural contracts, engineering contracts, designs, plans, specifications, drawings, surveys, tests, reports, bonds and governmental

Liens and Security Interests. The Lessor Trust parties hereto further intends intend and agrees agree that, for the purpose of securing Lessee's obligations for the payment repayment of the above-described loans and all the amounts owing due to the Lenders Affiliate of Lessor acting as lessor under the Operative DocumentsOther Lease, (i) this Assignment Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code, as applicable; (ii) the assignment conveyance provided for in Section 2 3 shall be deemed to be a grant by of a security interest in and a Lien on Lessee's beneficial ownership interest in the Lessor Trust Equipment (including the right to exercise all remedies of a secured party under the Administrative Agent UCC upon the occurrence of a Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of the Lenders ofLessor to secure Lessee's payment of all amounts owed by Lessee under this Lease, the Other Lease and the Lessor Trust does hereby grant other Operative Documents and by the Affiliate of Lessee acting as lessee under the Other Lease and the Lessee holds title to the Administrative Agent Equipment so as to create and grant a first Lien and prior security interest in the Equipment pursuant to this Lease for the benefit of the LendersLessor and the lessor under the Other Lease, a security interest in all of the right, title and interest of to secure to the Lessor Trust in the obligations of Lessee under this Lease and to the items described in Section 2 to the Administrative Agent for the benefit of the Lenders to secure all Loans advanced by the Lenders, together with interest thereon, and all other amounts payable lessee under the Operative Documents in connection therewithOther Lease; (iii) the possession by the Administrative Agent Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessor Trust Lessee shall be deemed to have been given for the purpose of perfecting such security interest under any Requirement of Lawapplicable law. The Lessor Trust and each Lessee parties hereto shall, to the extent consistent with the Operative Documentsthis Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if that this Assignment was deemed to create Lease creates a security interest in the items described in Section 2 Equipment in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Lease Term. Nevertheless, Lessee acknowledges and agrees that the Lessor has not provided or will not provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Documents or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents, and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate.

Liens and Security Interests. (a) The Lessor Trust parties hereto further intends intend and agrees agree that, for the purpose of securing Lessee's obligations for the payment repayment of all the amounts owing to the Lenders under the Operative Documentsabove-described loans, (i) this Assignment Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial CodeCode and a real property mortgage or deed of trust, as applicable; (ii) the assignment conveyance provided for in Section 2 Article II shall be deemed to be a grant by of a security interest in and a mortgage lien on Lessee's beneficial ownership interest in the Lessor Land and the Property (including the right to exercise all remedies as are contained in the Deed of Trust to upon the Administrative Agent occurrence of a Lease Event of Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of the Lenders of, Agent Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Agent Lessor Trust does hereby grant holds title to the Administrative Agent Property so as to create and grant a first lien and prior security interest in the Property (A) pursuant to this Lease for the benefit of the LendersAgent under the Assignment of Lease, a security interest in all to secure to the Agent the obligations of Lessee under the Lease and (B) pursuant to the Deed of Trust to secure to Agent the obligations of the right, title and interest of the Agent Lessor Trust in and to the items described in Section 2 to the Administrative Agent for the benefit of the Lenders to secure all Loans advanced by the Lenders, together with interest thereon, and all other amounts payable under the Operative Documents in connection therewithDeed of Trust and the Notes; (iii) the possession by the Administrative Agent Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessor Trust Lessee shall be deemed to have been given for the purpose of perfecting such security interest under any Requirement of Lawapplicable law. The Lessor Trust and each Lessee parties hereto shall, to the extent consistent with the Operative Documentsthis Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Assignment was Lease were deemed to create a security interest in the items described in Section 2 Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that neither any Lessor, Agent Lessor, Agent, or any Lender has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. (b) The parties hereto further intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting any party hereto, the transactions evidenced by this Lease Termshall be regarded as loans made by an unrelated third party lender to Lessee. (c) Specifically, but without limiting the foregoing or the generality of Section 7.1, Lessee hereby grants, bargains, sells, warrants, conveys, aliens, remises, releases, assigns, sets over and confirms to Agent Lessor all of Lessee's right, title, and interest in and to the following (collectively, the "MORTGAGED PROPERTY"): (i) Lessee's leasehold interest in the Ground Lease, (ii) the Land and the Property and Appurtenant Rights relating thereto and all proceeds, both cash and noncash thereof; (iii) all easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights, minerals, flowers, shrubs, crops, trees, timber and other emblements now or hereafter located on the Land or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging, relating or appertaining to the Land and the Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Lessee; (iv) all right, title and interest of Lessee in all furnishings, furniture, fixtures, machinery, apparatus, Equipment, fittings, appliances, building supplies and materials, chattels, goods, consumer goods, farm products, inventory, warranties, chattel paper, documents, accounts, general intangibles, trade names, trademarks, servicemarks, logos (including any names or symbols by which the Property is known) and goodwill related thereto, and all other articles of personal property of every kind and nature whatsoever, tangible or intangible, now, heretofore or hereafter acquired with any proceeds of the Advances and now, heretofore or hereafter (A) arising out of or related to the ownership of the Property, or (B) located in, on or about the Property, or (C) used or intended to be used with or in connection with the construction, use, operation or enjoyment of the Property; (v) all right, title and interest of Lessee in any and all leases, rental agreements and arrangements of any sort now or hereafter affecting the Property or any portion thereof and providing for or resulting in the payment of money to Lessee for the use of the Property or any portion thereof, whether the user enjoys the Property or any portion thereof as tenant for years, licensee, tenant at sufferance or otherwise, and irrespective of whether such leases, rental agreements and arrangements be oral or written, and including any and all extensions, renewals and modifications thereof (the "SUBJECT LEASES") and guaranties of the performance or obligations of any tenants or lessees thereunder, together with all income, rents, issues, profits and revenues from the Subject Leases (including all tenant security deposits and all other tenant deposits, whether held by Lessee or in a trust account, and all other deposits and escrow funds relating to any Subject Leases), and all the estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of Lessee of, in and to the same; provided, however, that although this Lease contains (and it is hereby agreed that this Lease contains) a present, current, unconditional and absolute assignment of all of said income, rents, issues, profits and revenues, Lessee shall collect and apply such rental payments and revenues as provided in the Lease and the other Operative Agreements (vi) all right, title and interest of Lessee to and under all agreements, management contracts, consents, authorizations, certificates and other rights of every kind and character of any Governmental Authority affecting the Property, to the extent the same are transferable, service contracts, utility contracts, leases of equipment, documents and agreements relating to the construction of any Improvements (including any and all construction contracts, architectural contracts, engineering contracts, designs, plans, specifications, drawings, surveys, tests, reports, bonds and governmental approvals) and all other contracts, licenses and permits now or hereafter affecting the Property or any part thereof and all guaranties and warranties with respect to any of the foregoing (the "SUBJECT CONTRACTS"); (vii) all right, title and interest of Lessee in any insurance policies or binders now or hereafter relating to the Property, including any unearned premiums thereon, as further provided in this Lease; (viii) all right, title and interest of Lessee in any and all awards, payments, proceeds and the right to receive the same, either before or after any foreclosure hereunder, as a result of any temporary or permanent injury or damage to, taking of or decrease in the value of the Property by reason of casualty, condemnation or otherwise as further provided in this Lease; (ix) all right, title and interest of Lessee in all utility, escrow and all other deposits (and all letters of credit, certificates of deposit, negotiable instruments and other rights and evidence of rights to cash) now or hereafter relating to the Property or the purchase, construction or operation thereof; (x) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action; and (xi) all Modifications, extensions, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any of the foregoing, and all inventory, chattel paper, documents, instruments, Equipment, fixtures, farm products, consumer goods, general intangibles and other property of any nature constituting proceeds acquired with proceeds of any of the property described hereinabove; all of which foregoing items are hereby declared and shall be deemed to be a portion of the security for the indebtedness and Advances herein described, a portion of the above described collateral being located upon the Land.

Liens and Security Interests. The (a) Specifically, without limiting the generality of Section 23.1, the Lessor Trust Trustee and the Lessee intend and agree that in any insolvency or receivership proceedings, or in a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any state or commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee, the Agent or the Certificate Holders, or in any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders to the Lessee secured by all of the Equipment (it being understood that the Lessee has GRANTED and hereby GRANTS a security interest in all of the Equipment to the Lessor Trustee and its successors and assigns (for the benefit of the Certificate Holders) to secure all such loans and the other Obligations). (b) Specifically, but without limiting the generality of Section 23.1, the Lessor Trustee and the Lessee further intends intend and agrees agree that, for the purpose of securing the payment obligation of all the amounts owing Lessee for the repayment of the above-described loans from the Certificate Holders to the Lenders under the Operative DocumentsLessee, (i) this Assignment Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code; (ii) the assignment lease provided for hereby and in Section 2 of this Lease shall be deemed to be a grant by the Lessor Trust Lessee to the Administrative Agent Lessor Trustee and its successors and assigns (for the benefit of the Lenders of, Certificate Holders) of a lien and the Lessor Trust does hereby grant to the Administrative Agent for the benefit of the Lenders, a security interest in all of the right, title and interest of the Lessor Trust Lessee in and to the items described Equipment (including any Replacement Equipment hereafter acquired) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property (it being understood that the Lessee hereby grants a security interest in Section 2 the Equipment and all proceeds thereof to the Administrative Agent Lessor Trustee and its successors and assigns (for the benefit of the Lenders Certificate Holders) to secure all Loans advanced by the Lenders, together with interest thereon, and all other amounts payable under the Operative Documents loans described in connection therewithSection 23.2(a); (iii) the possession by the Administrative Agent Lessor Trustee or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession possession" by the secured party" party for purposes of perfecting the security interest pursuant to Section 9-305 313 of the Uniform Commercial CodeCode or corresponding state law; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessor Trust Lessee shall be deemed to have been given for the purpose of perfecting such security interest under any Requirement of Lawall Applicable Laws. The Lessor Trust Trustee and each the Lessee shall, to the extent consistent with the Operative Documentsthis Lease, take such actions and execute, deliver, file and record such other documents, documents and financing statements, mortgages and deeds of trust statements as may be necessary to ensure that, if this Assignment was Lease is deemed to create a security interest in the items described in Section 2 Equipment in accordance with this SectionSection 23.2, such security interest would be deemed to be a perfected security interest (subject only to Permitted Liens) and will be maintained as such perfected throughout the Lease Term. (c) Specifically, but without limiting the foregoing or the generality of Section 23.1, the Lessee hereby grants, to the Lessor Trustee and its successors and assigns a security interest in all of the Lessee's right, title, and interest in and to the following (collectively, the "Additional Collateral"), all of which are hereby declared and shall be deemed to be a portion of the security for the indebtedness and Obligations described in this Lease: (i) all proceeds, both cash and noncash, of the Equipment; (ii) all right, title and interest of the Lessee (A) in all warranties, chattel paper, documents, general intangibles, trade names, trademarks, service marks, logos (including any names or symbols by which the Equipment is known) and goodwill related to the Equipment and (B) in all other articles of personal property of every kind and nature whatsoever (other than inventory and accounts), tangible or intangible, now, heretofore or hereafter acquired with any proceeds of the Advances (including the advances made by the Original Trust Certificate Purchasers or the Existing Trust Certificate Purchasers), that arise out of or are related to the ownership of the Equipment or are located on or become accessions to the Equipment; (iii) all right, title and interest of the Lessee in any and all leases, rental agreements and arrangements of any sort now or hereafter affecting the Equipment or any portion of it and providing for or resulting in the payment of money to the Lessee for the use of the Equipment or any portion of it, irrespective of whether such leases, rental agreements and arrangements be oral or written, and including any and all extensions, renewals and modifications thereof (the "Subject Leases") and guaranties of the performance or obligations of any lessees thereunder, together with all income, rents, issues, profits and revenues from the Subject Leases (including all security deposits and all other deposits, whether held by the Lessee or in a trust account, and all other deposits and escrow funds relating to any Subject Leases), and all the estate, right, title, interest, property, possession, claim and demand whatsoever at law, as well as in equity, of the Lessee of, in and to the same; provided, however, that although this Lease contains (and it is hereby agreed that this Lease contains) a present, current, unconditional and absolute assignment of all of said income, rents, issues, profits and revenues, the Lessee shall collect and apply such rental payments and revenues as provided in this Lease and the other Operative Agreements; (iv) all right, title and interest of the Lessee in, to and under all franchise agreements, management contracts, consents, authorizations, certificates and other rights of every kind and character of any Governmental Authority affecting the Equipment and all other contracts, licenses and permits now or hereafter affecting the Equipment or any Item of Equipment or Part and all guaranties and warranties with respect to any of the foregoing (the "Subject Contracts"); (v) all right, title and interest of the Lessee in any insurance policies or binders now or hereafter relating to the Equipment, including any unearned premiums thereon, as further provided in this Lease; (vi) all right, title and interest of the Lessee in any and all awards, payments, proceeds and the right to receive the same, either before or after any foreclosure hereunder, as a result of any temporary or permanent injury or damage to, taking of or decrease in the value of the Equipment by reason of casualty, condemnation or otherwise as further provided in this Lease; (vii) all right, title and interest of the Lessee in all escrow and all other deposits (and all letters of credit, certificates of deposit, negotiable instruments and other rights and evidence of rights to cash) now or hereafter relating to the Equipment or the purchase or operation thereof; (viii) all claims and causes of action arising from or otherwise related to any of the foregoing, and all rights and judgments related to any legal actions in connection with such claims or causes of action; and (ix) all Alterations, extensions, additions, improvements, betterments, renewals and replacements, substitutions, or proceeds of any of the foregoing, and all chattel paper, documents, instruments general intangibles and other property of any nature constituting proceeds acquired with proceeds of any of the property described hereinabove.

Liens and Security Interests. The Lessor Trust further intends and agrees that, for the purpose of securing the payment of all the amounts owing to the Lenders Purchasers under the Operative Documents, (i) this Assignment shall also be deemed to be a security agreement and financing statement within the meaning of Article Chapter 9 of the Texas Uniform Commercial Code; (ii) the assignment provided for in Section 2 shall be deemed to be a grant by the Lessor Trust to the Administrative Agent Indenture Trustee for the benefit of the Lenders ofPurchasers, and the Lessor Trust does hereby grant to the Administrative Agent Indenture Trustee for the benefit of the LendersPurchasers, a security interest in all of the right, title and interest of the Lessor Trust in and to the items described included in the assignment contemplated in Section 2 to the Administrative Agent Indenture Trustee for the benefit of the Lenders Purchasers to secure all Loans advanced by the LendersNotes, together with interest thereon, and all other amounts payable under the Operative Documents in connection therewith; (iii) the possession by the Administrative Agent Indenture Trustee or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents documents, goods or tangible chattel paper shall be deemed to be "possession perfection by the secured partypossession" for purposes of perfecting the security interest pursuant to Section 9-305 9.313 of the Texas Uniform Commercial Code and the Lessor hereby acknowledges that it holds possession of such instruments, money, negotiable documents, goods or tangible chattel paper for the benefit of the Lessor and the Purchasers pursuant to Section 9.313(c)(1) of the Texas Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessor Trust shall be deemed to have been given for the purpose of perfecting such security interest under any Requirement of Law. The Lessor Trust (at the Lessee's sole cost and each expense) and the Lessee shall, to the extent consistent with the Operative Documents, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Assignment was deemed to create a security interest in the items described in Section 2 in accordance with this Section, such security interest would be deemed to be a perfected security interest and will be maintained as such throughout the Lease Term.