| With respect to Loan No. 6.01, The Galleria Office Towers – Galleria Tower I, the 4th Largest Tenant, BKD, LLP, has a one-time right to contract up to the entirety of the 14th floor (9,440 square feet) effective as of April 30, 2024.
With respect to Loan No. 8.01, Boca Office Portfolio – Boardwalk @ 18th, the 2nd Largest Tenant, Carraba’s Tropical Coast, commencing May 1, 2021, if sales from the mortgaged property fall below $2,500,000 for the prior trailing twelve-month period, the tenant will have the option of terminating its lease by written notice to landlord. The lease will terminate 30 days after tenant’s exercise of the early termination option.
With respect to Loan No. 8.03, Boca Office Portfolio – City National Park, the 4th Largest Tenant, Harbinger Capital Group, will have the right to terminate its lease on 60 days prior notice to the landlord.
With respect to Loan No, 8.04, Boca Office Portfolio – Grove Centre, the 2nd Largest Tenant, Kabbalah Center, landlord agrees that no part of the center and no part of the mortgaged property will be used for a spiritual center, or religious institution or any other similar type of business service and landlord will not execute any lease in the center or within any part of the mortgaged property permitting the same. A violation of this provision will constitute material default of landlord entitling the tenant to all rights and remedies at law and in equity including injunctive relief, and the unilateral right of the tenant to terminate its lease, upon 10 days written notice to landlord.
With respect to Loan No, 8.04, Boca Office Portfolio – Grove Centre, the 4th Largest Tenant, Sequoia Insurance, the tenant may return Suite 313 (1,393 square feet) by giving landlord at least 6 months’ prior written notice and by paying the cost of closing the doorway between the adjoining suites. The tenant will also forfeit $3,500 of their security deposit.
With respect to Loan No. 14, Morgan Stanley Tower, The Largest Tenant, Morgan Stanley Smith Barney, has the option to terminate its lease on May 1, 2022 upon 12 months’ notice and payment of a termination fee of $1,087,310 or on May 1, 2025 upon 12 months’ notice and payment of a termination fee of $786,024.
With respect to Loan No. 14, Morgan Stanley Tower, The 3rd Largest Tenant, DCR Loan Servicing, LLC has the right to terminate its lease on July 31, 2025 on nine months’ notice and payment of a $375,000 termination fee.
With respect to Loan No. 19, Orlando Technology Park, the 2nd Largest Tenant, FARO Tech, has a one-time termination option effective on January 1, 2023 with twelve months’ prior notice and a termination payment of approximately $406,408. The 4th Largest Tenant, AOE, has a one-time termination option effective on November 30, 2025 with nine months’ prior written notice and a termination payment that will be amortized based on the straight line method of amortization at an interest rate of 8.0% over a period equal to the length of the term of the lease.
With respect to Loan No. 26, 9633 Westheimer Road, the 2nd Largest Tenant, Tesla Motors TX, Inc., if the tenant does not obtain all approvals - improvement approvals, zoning approvals, licensing approvals - within the initial approvals period of 120 days after commencement date as well as two additional periods of 30 days known as extended approval periods, the tenant, within 10 business days after the expiration of the approvals period, has the right to terminate the lease. If the tenant fails to deliver the termination notice to landlord prior to the expiration of such 10 business day period, tenant will be deemed to have waived its right to terminate the lease. |
(26) | 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. 2, 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 Loan Combination as of the date of the event. In addition, only the MGM Grand & Mandalay Bay Borrowers are liable for breaches of environmental covenants; provided, however, that if the MGM Grand & Mandalay Bay Borrowers fail to maintain an environmental insurance policy required under the MGM Grand & Mandalay Bay Loan Combination documents, the guarantors are 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 Properties or controlling equity interests in the MGM Grand & Mandalay Bay Borrowers is loss recourse, rather than full recourse. |