| With respect to Loan No. 13, Earhart Corporate Center, the Largest Tenant, XPO Logistics Freight, Inc. has the right to contract its space by vacating the 8,673 square feet located on the first floor. XPO Logistics Freight, Inc. may retain the space by providing written notice no later than May 31, 2022. If the contraction option is exercised, the base rent will increase to $2,281,805. The 4th Largest Tenant, Ellis Porter PLC has a one-time right to terminate its lease with respect to the entire premises effective February 2023, with 180 days’ prior notice and payment of a termination fee equal to any unamortized leasing costs.
With respect to Loan No. 14, 2665 North First, the Largest Tenant, State of CA, DGS, has the right to terminate its lease with respect to approximately 20,125 square feet of its space at any time effective on or after August 31, 2017, and with respect to approximately 11,724 square feet of its space at any time effective on or after November 30, 2021, by giving written notice to the lessor at least 30 days prior to the date when such termination will become effective.
With respect to Loan No. 14, 2665 North First, the 2nd Largest Tenant, OneSpace, representing approximately 19.4% of the net rentable area, and the seventh largest tenant, OneLin Capital Corp, representing approximately 2.9% of the net rentable area, are affiliates of the borrowers and borrower sponsors.
With respect to Loan No. 27, Pell City Shopping Center, the Largest Tenant, Martin’s Family Clothing, has a one-time right to terminate its lease in the event gross sales for the 12-month period from January 2022 through December 2022 do not exceed $4,000,000, provided Martin’s Family Clothing (a) delivers to the landlord a written termination notice and a statement of gross sales for such period on or before January 30, 2023 and (b) pays a termination fee equal to any unamortized brokerage commissions amortized on a straight-line basis over five years. If Martin’s Family Clothing terminates its lease, Martin’s Family Clothing is still required to stay in the shopping center for 180 days after exercising its termination option and to pay a minimum rent of $15,833.34 per month plus any additional rent during such 180 day period. Martin’s Family Clothing also has a one-time right to terminate its lease in the event that Bill Wakefield, an owner and the CEO of Martin’s Family Clothing, dies or becomes permanently incapacitated. Martin’s Family Clothing may exercise such termination right by delivering to the borrower a written termination notice within 60 days following such death or permanent incapacitation. The related termination date will be the date that is three months after the date of the written termination notice. As a condition to such termination, Martin’s Family Clothing must pay to the borrower a termination fee equal to any unamortized tenant improvement allowance amortized on a straight-line basis over five years, plus $20,000.
With respect to Loan No. 28, Tesla Service Center of Chicago, the sole tenant, Tesla, Inc. has a potential termination option if there is a “material interference” lasting for more than 120 consecutive days, which is (i) an interruption of utilities (including without limitation, water, power, telecommunications) or access to the premises which prevents Tesla, Inc. from using all or a portion of the premises, or (ii) a landlord default, which, in either case, renders all or part of the premises unusable by the tenant for the permitted use or causes Tesla’s sales to be reduced by 50% or more, and prevents Tesla, Inc. from using all or a portion of the premises by delivering 30 days’ prior written notice to the borrower. Such material interference must be caused by the negligence or misconduct of the landlord or be due to the borrower’s breach of its obligation to assist Tesla, Inc. in curing the material interference.
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(27) | In certain cases, the Principal / Carveout Guarantor name was shortened for spacing purposes or due to the number of parties serving as the Principal / Carveout Guarantor. In the case of certain mortgage loans, the loan documents permit the borrower to replace the Principal / Carveout Guarantor upon satisfaction of certain terms and conditions in the related loan documents.
With respect to Loan No. 3, MGM Grand & Mandalay Bay, the guarantors’ liability for full recourse events is several and not joint, and is capped at an amount equal to 10% of the aggregate outstanding principal balance of the MGM Grand & Mandalay Bay whole loan as of the date of the event. In addition, only the related borrowers are liable for breaches of environmental covenants; provided, however, that if the related borrowers fail to maintain an environmental insurance policy required under the MGM Grand & Mandalay Bay whole loan documents, the guarantor will be liable for losses other than (x) for any amounts in excess of the applicable coverage amounts under the environmental policy had the same been renewed, replaced or extended as required under the loan agreement and (y) for any amounts recovered under the environmental policy. In addition, recourse for transfers of the MGM Grand & Mandalay Bay mortgaged properties or controlling equity interests in the related borrowers is loss recourse, rather than full recourse.
With respect to Loan No. 6, Coleman Highline, the nonrecourse carve-out guarantors, Sansome Guarantor LLC and LDH, LLC are liable on a several basis, at 95% and 5%, respectively. Along with the borrower and related lender, |