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 tenant Comerica has a right of first refusal to purchase its leased premises.
Permitted Liens; Title. Insurance Del Amo Fashion Center (Loan No. 2) Tenant (Xxxxxxx Xxxxxx) 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 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 loan documents prohibit the lender, without the prior written consent of the borrower, 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 If, at any time during the term of the related Mortgage Loan, the landlord desires to sell the related Mortgaged Property or any portion thereof, then, so long as no “Event of Default” (as defined in the related loan agreement) then exists, the landlord will provide written notice to the tenant including mutual terms and conditions pursuant to which the landlord would agree to sell the related Mortgaged Property or any offered portion thereof. The tenant shall have 15 business days from after the date of the tenant’s actual receipt of the notification in which to either (i) respond with an offer to purchase the related Mortgaged Property or any offered portion thereof or (ii) notify the landlord in writing that the tenant does not wish to purchase the related Mortgaged Property (or offered portion thereof) pursuant to the terms. If the tenant does not respond within the 15 day period, any offer will be deemed declined.
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.
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 The Mortgaged Property is subject to rights of reversion set forth in deeds recorded in 1927 and 1931, each of which contains a prohibition on the sale of intoxicating liquors on the Mortgaged Property, and provides that if intoxicating liquors are sold on the Mortgaged Property, ownership of the Mortgaged Property will revert to the original grantor under the 1927 and 1931 deeds, without requirement to make any payment to the borrower or the lender. Because the deeds were recorded prior to the Mortgage relating to the Mortgaged Property, upon such a reversion, the lien of the Mortgage on such Mortgaged Property would terminate. The Mortgage Loan documents require that, in the event of the reversion of title to the Mortgaged Property due to the sale of intoxicating liquor, the borrower will be required to prepay such Mortgage Loan within 30 days of written demand by the lender. No prepayment premium, yield maintenance premium or other prepayment consideration is required in connection with any such prepayment. The Mortgage Loan documents further provide that any failure to comply with such prepayment obligation is an event of default and is full recourse to the related borrower and guarantor. The borrower has not covenanted to restrict the sale of intoxicating liquor on the Mortgaged Property.
Permitted Liens; Title. Insurance The sole tenant Walgreens has a right of first refusal to purchase the entire Mortgaged Property if the Borrower elects to sell the Mortgaged Property. Such right of first refusal will not apply to a successor landlord through a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the Mortgage; provided, however, such right of first refusal will apply to subsequent purchasers of the leased premises.
