Lien; Valid Assignment Project Midway Clause Samples

Lien; Valid Assignment Project Midway. (Loan No. 12) Provided that the sole tenant at the i3 Mortgaged Property, Illumina, is not in default under its lease, such tenant has a right of first refusal in the event of a proposed transfer of the Mortgaged Property any portion thereof. The right of first refusal has been subordinated to the mortgage and is not applicable to the Mortgagee’s exercise of its right of foreclosure under the mortgage or a conveyance by the Mortgagor to the Mortgagee or its nominee by deed-in-lieu of foreclosure, or to the first transfer of title by the Mortgagee or its nominee subsequent to any such foreclosure or deed in lieu of foreclosure. The Mortgagee may (i) sell or otherwise transfer the Whole Loan as an entire loan or sell or otherwise transfer or syndicate, or sell participations in, all or any portion of the Whole Loan and the Whole Loan documents, except that any such sale, transfer, syndication or participation (but not a Securitization, as defined below) may only be to an eligible assignee as more fully described in the Whole Loan documents or (ii) consummate one or more private or public securitizations of rated or unrated single-class or multi-class securities secured by or evidencing ownership interests in all or any portion of the Mortgage Loan and the Mortgage Loan documents (a “Securitization”).