Permitted Liens; Title Clause Samples
The 'Permitted Liens; Title' clause defines which types of liens or encumbrances are allowed to exist on an asset or property without breaching the agreement, while also affirming the ownership or title status of the asset. In practice, this clause typically lists specific categories of acceptable liens, such as tax liens not yet due, liens arising by operation of law, or those expressly consented to by the parties. Its core function is to provide clarity and certainty regarding the encumbrances that are permissible, thereby protecting the interests of both parties and preventing disputes over title or unauthorized liens.
Permitted Liens; Title. Insurance The lender may, (i) sell or otherwise transfer the Mortgage Loan as an entire loan or sell or otherwise transfer or syndicate, or sell participations in, all or any portion of the Mortgage Loan and the Mortgage 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 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 or a pool of assets that include the Mortgage Loan and the Mortgage Loan documents (a “Securitization”). “Eligible Assignee” means, as more fully defined in the Mortgage Loan documents, the lenders under the related Whole Loan, certain of their affiliates, and certain banks and other institutions, and any other entity reasonably approved by the borrowers; provided that in each case such entity satisfies certain eligibility requirements, including without limitation holding at least $500 million of commercial real estate loans or interests therein; provided, that during an event of default under the Whole Loan, an Eligible Assignee may be any person or entity; provided further that if there is an event of default but a Priority Payment Cessation Event has not occurred, an Eligible Assignee may not be a direct competitor of the guarantor, Blackstone Real Estate Partners IX, Blackstone Inc. or any of their respective affiliates primarily engaged in the business of owning or operating commercial real estate in the ordinary course. “Priority Payment Cessation Event” means (a) the acceleration of the Whole Loan during the continuance of an event of default, (b) the initiation of (x) judicial or non-judicial foreclosure proceedings, (y) proceedings for appointment of a receiver or (z) similar remedies permitted by the Mortgage Loan documents relating to all or a material portion of the applicable individual Mortgaged Property, and/or (c) the imposition of a stay, an injunction or a similar judicially imposed device that has the effect of preventing the lender from exercising its remedies under the Mortgage Loan documents. The related master lease (the “MGM Lease”) under which MGM Lessee III, LLC is the master tenant (“MGM Tenant”) of the Mortgaged Property, provides that, unless there is an event of default of the MGM Tenant under the MGM Lease, ...
Permitted Liens; Title. Insurance In the event the Borrower intends to sell all or any portion of the Mortgaged Property, the Borrower is required under its lease with the second largest tenant, The Home Depot, Inc., to provide written notice to the tenant of the specific terms of such offer and the tenant has a right to purchase the offered portion of the Mortgaged Property within 30 days of receipt of such notice. If the tenant does not accept such offer or if tenant and Borrower fail to enter into a purchase agreement within 10 days of any acceptance of such offer, the Borrower may offer to sell such property to a third party during the following 180-day period. If a third party offer is received by the Borrower that is less than 95% of the purchase price of the offer given to tenant, or on terms substantially more favorable to the third party purchaser, the Borrower is required to give the tenant notice of such terms and the tenant has 15 days to accept the offer to purchase on the same terms as the third party offer. The tenant entered into a subordination, non-disturbance and attornment agreement with lender subordinating all of tenant’s rights to the lien of the Mortgage and the right of first offer will not apply to a foreclosure or deed in lieu of foreclosure. In addition, the largest tenant, Starbucks Corporation, has a right of first refusal pursuant to its lease to purchase all or any portion of the Mortgaged Property at any time during the term of the lease within 30 days of receipt of notice from the Borrower that the second largest tenant, The Home Depot, Inc., has not exercised its right of first offer. The tenant entered into a subordination, non-disturbance and attornment agreement with lender subordinating all of tenant’s rights to the lien of the Mortgage and the right of first refusal will not apply to a foreclosure or deed in lieu of foreclosure or any initial purchaser of the Mortgaged Property following such foreclosure or deed in lieu of foreclosure. Annex A ID# Mortgage Loans Representations Exceptions
Permitted Liens; Title. Insurance The tenant Comerica has a right of first refusal to purchase its leased premises.
Permitted Liens; Title. Insurance All LCF Mortgage Loans (Loan Nos. 2, 8, 9, 12, 14, 16, 26, 28, 30, 33, 35, 36, 40, 43, 48, 49, 50, 59 and 63) The lien of real property taxes and assessments shall not be considered due and payable until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement is entitled to be taken by the related taxing authority.
Permitted Liens; Title. Insurance The loan documents prohibit the lender, without the prior written consent of the Mortgagor, from selling any note, participation or interest in the Whole Loan to Simon Property Group, Brookfield Property Partners LP, Westfield Group, Taubman Centers, Inc., CBL & Associates, Pennsylvania Real Estate Investment Trust (PREIT), Washington Prime, CIM Group, Kimco Realty, Starwood Retail, Pyramid Management Group, Unibail-Rodamco or Centennial (or any successors or assigns of the foregoing (whether by merger, consolidation, acquisition, bankruptcy or other legal means of succession) or any entity Controlled by any of the foregoing; provided, however, that the foregoing limitations will not apply to any transfer or sale by the lender of commercial mortgage-backed securities certificates, bonds or similar certificated interests secured in whole or in part by the Whole Loan. The lease for the tenant American Multi-Cinema Inc. (“AMC”) provides that in the event that AMC’s lease is terminated following a casualty due to the landlord’s notifying AMC that it is not obligated to, and will not, repair and rebuild, the landlord may not for five years after the termination date, lease or sell or otherwise permit any portion of the entire premises for use as a movie theater without giving AMC a right of first refusal with respect to such movie theater.
Permitted Liens; Title. Insurance Del Amo Fashion Center (Loan No. 45) Tenant (▇▇▇▇▇▇▇ ▇▇▇▇▇▇) has a Right of First Offer (“ROFO”) to purchase its premises if Mortgagor decides to market the property for sale. The ROFO is not extinguished by foreclosure; however, the ROFO does not apply to foreclosure or deed in lieu thereof.
Permitted Liens; Title. Insurance Vertex HQ (Loan No. 2) See exception to Representation and Warranty No. 6, above.
Permitted Liens; Title. Insurance
Permitted Liens; Title. Insurance The Mortgaged Property is comprised of two condominium units, one of which is leased by Bank of America, N.A. Bank of America, N.A. has a right of first refusal to purchase the condominium unit leased by it. Pursuant to a Subordination, Non-Disturbance and Attornment Agreement, Bank of America, N.A. agreed that a foreclosure or deed in lieu of foreclosure by the lender would not trigger such right of first refusal.
1 Vertex Pharmaceuticals HQ (7) Junior Liens A mezzanine loan in the original principal amount of $195,000,000 was originated simultaneously with the Mortgage Loan.
1 Vertex Pharmaceuticals HQ
Permitted Liens; Title. Insurance In the event the borrower desires to sell any portion of the Mortgaged Property (such portion, the “Purchase ROFO Space”), the borrower will be required to first offer to sell the Purchase ROFO Space to Facebook by delivering written notice to Facebook setting forth, among other things, the purchase price the borrower will accept for the Purchase ROFO Space; provided that Facebook’s purchase option rights will not apply to certain transfers to the borrower affiliates, or in connection with certain direct or indirect ownership interests or other financing transactions, or transfers of the Purchase ROFO Space or interests in the borrower to an entity or person that becomes the owner of the Purchase ROFO Space through a foreclosure by trustee’s power of sale, judicially or otherwise, or as a purchaser at a foreclosure sale, or a mortgagee of the Purchase ROFO Space that acquires title by deed in lieu of transfer or equity in lieu of foreclosure or any UCC foreclosure action, in connection with a default by the borrower under a security interest encumbering the Purchase ROFO Space.