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Freddie Mac Loan Number: __________________
Property Name: ____________________________
CAPITAL MARKETS EXECUTION LOAN SUMMARY
[COMPLETE THIS FORM FOR ALL CME MORTGAGES WITH AN INITIAL PRINCIPAL BALANCE OF $25,000,000 OR GREATER, INCLUDING A CROSSED POOL THAT HAS AN AGGREGATE INITIAL PRINCIPAL BALANCE OF $25,000,000 OR GREATER, OR WHEN OTHERWISE REQUIRED BY FREDDIE MAC IN THE LETTER OF COMMITMENT. YOU MAY ELECTRONICALLY COPY IN PORTIONS OF THE PERTINENT LOAN DOCUMENTS, AS MODIFIED, INTO THIS LOAN SUMMARY. IN MOST INSTANCES, WHERE MULTIPLE OPTIONS ARE PRESENTED, THE FIRST CHOICE IS THE CORRECT CHOICE FOR A CME MORTGAGE THAT HAS NOT BEEN MODIFIED]
CHOOSE ONE SUMMARY AND DELETE THE INAPPLICABLE CHOICE:
FOR A SINGLE MORTGAGE:
SUMMARY: A first mortgage loan in the amount of $__________ (the “Loan”) from ________________________________ (“Lender”) to __________ (“Borrower”), evidenced by a promissory note (the “Note”) and a loan agreement (the “Loan Agreement”) and secured, inter alia, by a mortgage or deed of trust (the “Security Instrument”) encumbering the property (the “Property”) located in _______ [insert City, State] by Borrower. The Loan will be or has been sold to Freddie Mac.
FOR A CROSSED POOL OF MORTGAGES:
I. SUMMARY: A first mortgage loan in the amount of $__________ (the “Loan”) from ________________________________ (“Lender”) to __________ (“Borrower”), evidenced by a promissory note (the “Note”) and a loan agreement (the “Loan Agreement”) and secured, inter alia, by mortgages and deeds of trust (the “Security Instruments”) encumbering _____ properties (the “Properties”) located in _______ [insert City, State] by Borrower and/or affiliates of Borrower. The Loan will be or has been sold to Freddie Mac.
B.Lender: ________________________________, a ________ corporation
TERMS OF THE LOAN
C.Amount of Loan: $__________
1.Future advances: [Not applicable] OR [insert applicable amount: $_________ and describe when advances are made and what the source of funds is]
2.Cross-collateralization and cross default with other loans (excluding the Loan): [Not applicable] OR [insert applicable amount: $_________]
D.Interest Rate: Identify the Rate
2.Change in stated rate: [Not applicable] OR [Describe the change: _________]
3.Payment in advance or arrears: [Arrears] OR [In Advance]
4.360-day year v. 365 year: [30/360] OR [actual/360]
5.Default rate: [insert definition of “Default Rate” in Note]
E.Term of Loan
1.Term: The final maturity date of the Loan is ______________.
2.Option to extend: [Not applicable] OR [Describe the option, including all conditions to extend: _________]
3.Option of Lender to call loan at earlier date: [Not applicable] OR [Describe the option: _________]
F.Payments: [Interest-Only] OR [Partial Interest-Only] OR [Fully Amortizing] AND [Describe: (At a minimum, copy in Section 3 of the Note)]
G.Prepayment: [Describe: (At a minimum, copy in Section 10 of the Note, and if applicable, Section 11 of the Note)]
Describe terms of defeasance, including prerequisites for defeasance, the nature of opinions to be delivered and the type of defeasance collateral which may be acquired: [Describe: (At a minimum, if applicable, copy in Section 12 of the Note and Section 11.12 of the Loan Agreement)]
1.Recourse v. Non-Recourse: [Describe: (At a minimum, copy in Section 9 of the Note)]
2.Guaranty: [Describe and identify Guarantor and its relationship to Borrower: (At a minimum, copy in Section 2 of the Guaranty)]
J.Use of Funds: [Describe: (E.g., re-finance, acquisition, etc.)]
K.Cash Management/Collection of Rents/Reserve Accounts:
1.Cash Management/Collection of Rents:
[Explain how rents are collected and the lock box features of the loan, including type of accounts, sweeping features and the party (i.e., Borrower, tenant or manager) that deposits into lock box account; also include a description of the payment waterfall and any “trigger events” that will cause a cash management period: insert description here]
Describe types of accounts and the use of the deposits in such accounts:
[(At a minimum, copy in Article IV of the Loan Agreement)]
L.Eligible Account and Permitted Investments:
1.Definitions: The loan documents contain the following definition of Eligible Accounts and Permitted Investments: [At a minimum, insert definition of “Eligible Accounts” and “Eligible Institution” from the Loan Agreement; insert Section 4.01 of the Loan Agreement]
2.Accounts that must be Eligible Accounts: CHOOSE ALL THAT ARE APPLICABLE: [lockbox account and collection account] AND [taxes, insurance, and ground lease escrows] AND [replacement reserve accounts] AND [repair escrow accounts] AND [insert Section 4.01 of the Loan Agreement]
M.Real Estate. [Provide a general description of property (E.g., a multifamily apartment complex (or building) consisting of ____ acres, located in ______ [insert City, State] with ___ units, __ buildings, ____ parking spaces, __ garages, a club house, a cooperative, a ground lease)]
N.Security Agreement. [insert Section 2 of the Security Instrument and Section 3.02 and 3.03 of the Loan Agreement] AND [Describe any other security agreements]
O.Additional Collateral. [Not Applicable] OR [Describe any other collateral]
P.Lien Priority. [First Lien] OR [Describe lien priority; Identify if a ground lease]
1.Define: [At a minimum, insert paragraph or paragraphs containing the definition of “Schedule of Title Exceptions” located in the state-specific portion of the Security Instrument; describe other permitted exceptions in the title policy]
2.The loan documents contain a representation that none of the “permitted exceptions” will materially and adversely affect the ability of the Borrower to pay in full the Loan, the use of the properties for the use currently being made thereof, the operation of the properties or the value of the properties: [insert Section 5.15 of the Loan Agreement]
R.Trade Payables. In how many days is the Borrower required to pay its trade payables? What is the cap on the amount of trade payables that the Borrower may have at any given point in time? [insert Section 6.13(a)(x) of the Loan Agreement]
REPRESENTATIONS AND WARRANTIES
S.Survival after closing: [insert Section 5.25 of the Loan Agreement for Borrower]
T.Identity of party making representations and warranties: [Borrower] OR [SPE Equity Owner] OR [Guarantor]
U.Consequence of breach of representation and warranty: Event of Default [At a minimum, insert Section 9.01 of the Loan Agreement; insert Section 9 of the Note; insert Section 2 of the Guaranty]
V.Identify representations that are typical in a commercial mortgage transaction but are missing: [Not Applicable] OR [Describe any representation that has been deleted or modified]
W.Identify representations that are unique to the transaction (i.e., Seniors Properties representations; ground lease representations): [Not Applicable] OR [At a minimum, insert ground lease provisions; insert Seniors Properties provisions; insert Crossed Mortgage provisions; insert Tenancy in Common provisions; insert Condominium provisions, etc.]
X.Type and Amounts:
Physical Hazard: [insert Section 6.10(a) of the Loan Agreement]
Flood Insurance: [insert Section 6.10(a)(iv) of the Loan Agreement]
Earthquake: [insert Section 6.10(a)(viii) of the Loan Agreement]
Rental value or business interruption: [insert Section 6.10(a)(iii) of the Loan Agreement]
Broad Form Comprehensive General Liability insurance: [insert 6.10(a)(ii) of the Loan Agreement]
Boiler and Machinery: [insert 6.10(a)(v) of the Loan Agreement]
Builder’s Risk Insurance: [insert 6.10(a)(vii) of the Loan Agreement]
Worker’s compensation: As required by State law
Catch All: [insert 6.10(a)(x) of the Loan Agreement]
Y.Company and Rating Requirements: [insert Section 6.10(f) of the Loan Agreement]
Z.Loss payee, mortgagee clause or endorsement: [insert 6.10(d) of the Loan Agreement]
AA.Casualty and Condemnation Proceeds:
1.Insurance policies and condemnation proceeds assigned as part of collateral package: Yes [insert Sections 6.10(d), 6.10(k), 6.10(m), and Sections 6.11(b), 6.11(f) of the Loan Agreement and definition of “Mortgaged Property” from the Security Instrument]
2.Settlement of insurance claims and condemnation awards: [insert Sections 6.10(i) - (j) and 6.11(b) - (e) of the Loan Agreement]
e of proceeds upon a taking or casualty:
Insurance: Identify circumstances in which Borrower is entitled to receive insurance proceeds and the mechanics of distribution of such proceeds. Identify circumstances in which the insurance proceeds are applied to the debt. [insert Sections 6.10(i) - (j) of the Loan Agreement]
Condemnation: Identify circumstances in which Borrower is entitled to receive condemnation proceeds and the mechanics of distribution of such proceeds. Identify circumstances in which the condemnation proceeds are applied to the debt. [insert Sections 6.11(b) - (e) of the Loan Agreement]
4.Borrower required to restore: [insert Sections 6.10(i) - (j) and 6.11(b) - (e) of the Loan Agreement]
[Insert list of Loan Documents:]
DD.Loan and Security Agreement
GG.[Operation and Maintenance Program(s)]
HH.[Moisture Management Plan]
II.[Assignment of Management Agreement]
JJ.Side Agreements [Describe]
KK.[Insert any other documents]
PROVISIONS TO BE CONSIDERED IN LOAN DOCUMENTS
LL.Management; Termination of Manager:
1.Terms of Management: [Describe Management Agreement, including management fee and how management fee is determined; confirm whether management fee is subordinated to the loan]
2.Assignment of the Management Agreement: [Not Applicable] OR [Management Agreement was collaterally assigned to Lender]
3.Termination of Manager/Requirements of Replacement Manager: [Describe terms for termination of manager in Management Agreement; describe circumstances under which Lender can cause the Borrower to terminate the manager; describe standards for any replacement property managers; insert Section 6.09(d); insert Section 5 of Assignment of Management Agreement, if applicable]
4.Identify Manager and whether it is related to the Borrower: [Identify manager and describe how it is related to Borrower]
MM.Financial Covenants: [insert description of any financial reporting requirements (at minimum, insert Section 6.07 of the Loan Agreement), insert additional applicable provisions, such as a “minimum net worth” requirement, DCR/LTV requirement, etc.]
1.Interest in Borrower: [insert Article VII of the Loan Agreement]
2.Interest in Property: [insert Article VII of the Loan Agreement]
OO.Events of Default and Grace Periods: [The Note does not provide for any grace periods] AND [At a minimum, insert Section 9.01 of the Loan Agreement]
PP.Legal Remedies – [At a minimum, insert Sections 6, 7, and 8 of the Note; insert “Remedies” section located in the state-specific portion of the Security Instrument; insert Section 9.03 of the Loan Agreement]
QQ.Legal Fees - Is Borrower liable for legal fees in disputes and exercise of remedies? [At a minimum, insert Section 13 of Note]
RR.Governing Law: [At a minimum, insert applicable provision in each Loan Document]
Summarize compliance of the Borrower with the special purpose entity requirements set forth in Standard & Poor’s U.S. CMBS Legal and Structured Finance Criteria book, Section Four: Special-Purpose Bankruptcy-Remote Entities).
Identify any provisions which would seem unusual in a loan of this kind.
[Not Applicable] OR [Describe any unusual provision including any unusual reserves, such as Section 8 reserves, unusual Transfer provisions, etc.]
Is there preferred equity, mezzanine financing or any other type of subordinate debt?
If so, please describe the terms of such equity/financing including, but not limited to, the holder of the equity/financing, the terms of such financing, the terms of any cash management and the any control rights held by the holder of the equity/financing.
Is the loan secured in whole or in part by the interest of a Borrower as a lessee under a ground lease?
If yes, please complete the following:
1. Fee Encumbered. The mortgage loan is also secured by the related fee interest in the mortgaged property, and the fee interest is subject and subordinate of record to the mortgage, and the mortgage does not by its terms provide that it will be subordinated to the lien of any other mortgage or other lien upon such fee interest, and upon the occurrence of an event of default under the terms of the mortgage by the Borrower, the mortgagee has the right to foreclose or otherwise exercise its rights with respect to the fee interest within a commercially reasonable time.
2. Recording. The ground lease or a memorandum thereof has been duly recorded, the ground lease permits the interest of the lessee thereunder to be encumbered by the related mortgage, and there has not been a material change in the terms of the ground lease since its recordation, with the exception of written instruments which are part of the related mortgaged file.
3. No Senior Liens. Except as indicated in the related title insurance policy or opinion of title, the ground lessee’s interest in the ground lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related mortgage, other than the related ground lessor’s related fee interest.
4. Ground Lease Assignable. The Borrower’s interest in the ground lease is assignable to the trustee upon notice to, but without the consent of, the lessor thereunder (or, if any such consent is required, it has been obtained prior to the closing date) or, in the event that it is so assigned, it is further assignable by the trustee and its successors and assigns upon notice to, but without a need to obtain the consent of, such lessor.
5. Default. As of the closing date, the ground lease is in full force and effect and no default has occurred under the ground lease and there is no existing condition which, but for the passage of time or the giving of notice, would result in a default under the terms of the ground lease.
6. Notice. The ground lease requires the lessor thereunder to give notice of any default by the lessee to the mortgagee; or the ground lease, or an estoppel letter received by the mortgagee from the lessor further provides that notice of termination given under the ground lease is not effective against the mortgagee unless a copy of the notice has been delivered to the mortgagee in the manner described in such ground lease.
7. Cure. The mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease) to cure any default under the ground lease, which is curable after the receipt of notice of any default before the lessor thereunder may terminate the ground lease.
8. Term. The ground lease has a term which extends not less than 20 years (10 years if the loan (i) fully amortizes by its maturity date or (ii) has a maturity date by which the loan fully amortizes but has an anticipated repayment date on which the Borrower is expected and entitled to repay the loan to avoid an increase of the interest rate after the anticipated repayment date) beyond the maturity date of the related mortgage loan.
9. New Lease. The ground lease requires the lessor to enter into a new lease with the lender upon termination of the ground lease for any reason, including rejection of the ground lease in a bankruptcy proceeding, provided that the lender cures any defaults which are susceptible to being cured by the lender.
10. Insurance Proceeds. Under the terms of the ground lease and the related mortgage, taken together, any related insurance proceeds will be applied either to the repair or restoration of all or part of the related mortgaged property, with the mortgagee or a trustee appointed by it having the right to hold and disburse the proceeds as the repair or restoration progresses, or to the payment of the outstanding principal balance of the mortgage loan together with any accrued interest thereon.
11. Subleasing. Such ground lease does not impose restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender.
12. Amendments. Such ground lease provides that no amendments, changes, cancellations, alterations, surrender or modifications may be made to the ground lease without the consent of the mortgagee.
13. Transfer Notices. To the extent required by any loan documents, or the ground lease, or the ground lessor estoppel certificate, all notices of the transfer of the loan to the trustee for the benefit of the holders of the rated securities have been delivered or will be delivered contemporaneously with the closing of the securitized transaction.
14. Other Mortgages. The fee interest in the ground lease is not encumbered by a mortgage, and pursuant to the terms of the ground lease, cannot be encumbered by a mortgage.
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