07/27/2011
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ARTICLE 1 THE COMMITMENT | 3 | |||
Section 1.01. The Commitment | 3 | |||
Section 1.02.Requests for Advances | 3 | |||
Section 1.03.Maturity Date of Advances; Amortization; Prepayment | 3 | |||
Section 1.04.Interest on Advances | 5 | |||
Section 1.05.[Intentionally Deleted] | 5 | |||
Section 1.06.Notes | 5 | |||
Section 1.07.Extension of Maturing Fixed Advances | 6 | |||
Section 1.08.Conversion from Variable Advance to Fixed Advance | 7 | |||
Section 1.09.Limitations on Right to Convert | 8 | |||
Section 1.10.Conditions to Conversion | 8 | |||
Section 1.11.Limitations on Executions | 8 | |||
Section 1.12.Restriction on Requests | 9 | |||
Section 1.13.Re-Underwriting Conditions | 10 | |||
Section 1.14.Reimbursement of Variable Facility Fee | 10 | |||
ARTICLE 2 THE ADVANCES | 10 | |||
Section 2.01.Rate Setting for an Advance | 10 | |||
Section 2.02.[Intentionally Deleted] | 11 | |||
Section 2.03.Breakage and other Costs | 11 | |||
Section 2.04.Advances | 11 | |||
Section 2.05.Determination of Allocable Facility Amount and Valuations | 12 | |||
Section 2.06.Right to Advances Based on Increased Collateral Value | 12 | |||
ARTICLE 3 COLLATERAL CHANGES | 13 | |||
Section 3.01.Right to Add Collateral | 13 | |||
Section 3.02.Procedure for Adding Collateral | 13 | |||
Section 3.03.Right to Obtain Releases of Collateral | 14 | |||
Section 3.04.Procedure for Obtaining Releases of Collateral | 14 | |||
Section 3.05.Right to Substitute Collateral | 17 | |||
Section 3.06.Procedure for Substituting Collateral | 17 | |||
ARTICLE 4 EXPANSION OF CREDIT FACILITY | 19 | |||
Section 4.01.Right to Increase Commitment | 19 | |||
Section 4.02.Procedure for Obtaining Increases in Commitment | 19 | |||
ARTICLE 5 TERMINATION OF FACILITIES | 20 | |||
Section 5.01.Right to Complete or Partial Termination of Facilities | 20 | |||
Section 5.02.Procedure for Complete or Partial Termination of Facilities | 20 | |||
Section 5.03.Right to Terminate Credit Facility | 20 | |||
Section 5.04.Procedure for Terminating Credit Facility | 21 | |||
ARTICLE 6 CONDITIONS PRECEDENT TO ALL REQUESTS | 21 | |||
Section 6.01.Conditions Applicable to All Requests | 21 | |||
Section 6.02.Conditions Precedent to Closing on the Effective Date | 23 | |||
Section 6.03.Conditions Precedent to Future Advances | 24 | |||
Section 6.04.Conditions Precedent to Extension | 25 |
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Section 6.05.Conditions Precedent to Addition of an Additional Mortgaged Property to the Collateral Pool | 26 | |||
Section 6.06.Conditions Precedent to Release of Property from the Collateral Pool | 27 | |||
Section 6.07.Conditions Precedent to Substitution of a Substitute Mortgaged Property into the Collateral Pool | 29 | |||
Section 6.08.Conditions Precedent to Increase in Commitment | 30 | |||
Section 6.09.Conditions Precedent to Conversion | 30 | |||
Section 6.10.Conditions Precedent to Complete or Partial Termination of Facilities | 31 | |||
Section 6.11.Conditions Precedent to Termination of Credit Facility | 31 | |||
Section 6.12.Conditions Precedent to Letters of Credit | 31 | |||
Section 6.13.Delivery of Closing Documents Relating to Advance Request, Addition Request, Expansion Request, Conversion Request or Extension Request | 33 | |||
Section 6.14.Delivery of Property-Related Documents | 33 | |||
ARTICLE 7 REPRESENTATIONS AND WARRANTIES | 34 | |||
Section 7.01.Representations and Warranties of Borrower | 34 | |||
Section 7.02.Representations and Warranties of Lender | 34 | |||
ARTICLE 8 AFFIRMATIVE COVENANTS OF BORROWER | 35 | |||
Section 8.01.Compliance with Agreements | 35 | |||
Section 8.02.Maintenance of Existence | 35 | |||
Section 8.03.Financial Statements; Accountants’ Reports; Other Information | 35 | |||
Section 8.04.Access to Records; Discussions With Officers and Accountants | 37 | |||
Section 8.05.Certificate of Compliance | 38 | |||
Section 8.06.Maintain Licenses | 38 | |||
Section 8.07.Inform Lender of Material Events | 38 | |||
Section 8.08.Compliance with Applicable Laws | 39 | |||
Section 8.09.Alterations to the Mortgaged Properties | 39 | |||
Section 8.10.Loan Document Taxes | 40 | |||
Section 8.11.Further Assurances | 40 | |||
Section 8.12.Transfer of Ownership Interest of Borrower and Sun | 40 | |||
Section 8.13.Transfer of Ownership of Mortgaged Property | 42 | |||
Section 8.14.Change in Senior Management | 43 | |||
Section 8.15.Intentionally Omitted | 43 | |||
Section 8.16.Ownership of Mortgaged Properties | 43 | |||
Section 8.17.Compliance with Net Worth Test | 43 | |||
Section 8.18.Compliance with Liquidity Test | 43 | |||
Section 8.19.Compliance with Borrower’s Consolidated EBITDA to Interest Ratio | 44 | |||
Section 8.20.Special Covenants Regarding King’s Court | 44 | |||
ARTICLE 9 NEGATIVE COVENANTS OF BORROWER | 44 | |||
Section 9.01.Other Activities | 44 | |||
Section 9.02.Liens | 45 | |||
Section 9.03.Indebtedness | 45 | |||
Section 9.04.Principal Place of Business | 45 |
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Section 9.05.Condominiums | 45 | |||
Section 9.06.Restrictions on Distributions | 45 | |||
ARTICLE 10 FEES | 45 | |||
Section 10.01.Standby Fee | 45 | |||
Section 10.02.Origination Fee | 46 | |||
Section 10.03.Due Diligence Fees | 46 | |||
Section 10.04.Legal Fees and Expenses | 46 | |||
Section 10.05.Failure to Close any Request | 47 | |||
ARTICLE 11 EVENTS OF DEFAULT | 47 | |||
Section 11.01.Events of Default | 47 | |||
ARTICLE 12 REMEDIES | 49 | |||
Section 12.01.Remedies; Waivers | 49 | |||
Section 12.02.Waivers; Rescission of Declaration | 50 | |||
Section 12.03.Lender’s Right to Protect Collateral and Perform Covenants and Other Obligations | 50 | |||
Section 12.04.No Remedy Exclusive | 50 | |||
Section 12.05.No Waiver | 50 | |||
Section 12.06.No Notice | 51 | |||
ARTICLE 13 RIGHTS OF FANNIE MAE | 51 | |||
Section 13.01.[INTENTIONALLY DELETED] | 51 | |||
Section 13.02.Assignment of Rights | 51 | |||
Section 13.03.Release of Collateral | 51 | |||
Section 13.04.Replacement of Lender | 51 | |||
Section 13.05.Fannie Mae and Lender Fees and Expenses | 51 | |||
Section 13.06.Fannie Mae as Beneficiary | 52 | |||
ARTICLE 14 INSURANCE, REAL ESTATE TAXES AND REPLACEMENT RESERVES | 52 | |||
Section 14.01.Insurance and Real Estate Taxes | 52 | |||
Section 14.02.Replacement Reserves | 52 | |||
ARTICLE 15 PERSONAL LIABILITY OF BORROWER | 52 | |||
Section 15.01.Personal Liability of Borrower | 52 | |||
ARTICLE 16 INTEREST RATE PROTECTION | 53 | |||
Section 16.01.Interest Rate Protection | 53 | |||
Section 16.02.Cap Terms | 54 | |||
Section 16.03.Cap Security Agreement; Delivery of Cap Payments | 54 | |||
Section 16.04.Termination | 55 | |||
Section 16.05.Performance Under Cap Documents; Rights and Remedies | 55 | |||
Section 16.06.Escrow Provisions | 55 | |||
Section 16.07.Cap Escrow Fund | 56 | |||
ARTICLE 17 MISCELLANEOUS PROVISIONS | 56 | |||
Section 17.01.Counterparts | 56 | |||
Section 17.02.Amendments, Changes and Modifications | 56 | |||
Section 17.03.Payment of Costs, Fees and Expenses | 57 | |||
Section 17.04.Payment Procedure | 58 | |||
Section 17.05.Payments on Business Days | 58 |
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Section 17.06.Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial | 58 | |||
Section 17.07.Severability; Entire Agreement | 59 | |||
Section 17.08.Notices | 60 | |||
Section 17.09.Further Assurances and Corrective Instruments | 61 | |||
Section 17.10.Term of this Agreement | 62 | |||
Section 17.11.Assignments; Third-Party Rights | 62 | |||
Section 17.12.Headings | 62 | |||
Section 17.13.General Interpretive Principles | 62 | |||
Section 17.14.Interpretation | 62 | |||
Section 17.15.Standards for Decisions, Etc | 63 | |||
Section 17.16.Decisions in Writing | 63 | |||
Section 17.17.Requests | 63 | |||
Section 17.18.Tax Service Contracts | 63 | |||
Section 17.19.Special Provisions Regarding Boulder Ridge | 63 | |||
Section 17.20.Recitals | 64 |
iv
EXHIBIT A | Schedule of Mortgaged Properties and Initial Valuations | |
EXHIBIT B | Fixed Facility Note | |
EXHIBIT C | Variable Facility Note | |
EXHIBIT D | Certificate of Borrower | |
EXHIBIT E | Guaranty | |
EXHIBIT F | Compliance Certificate | |
EXHIBIT G-1 | Organizational Certificate (Sun Secured Financing LLC, Sun Communities, LLC, Sun Holly Forest LLC, and Sun Saddle Oak LLC) | |
EXHIBIT G-2 | Organizational Certificate (Aspen-Ft. Collins Limited Partnership) | |
EXHIBIT G-3 | Organizational Certificate (Sun Secured Financing Houston Limited Partnership) | |
EXHIBIT G-4 | Organizational Certificate (Guarantor-Sun) | |
EXHIBIT H | Conversion Request | |
EXHIBIT I | Master Credit Facility Agreement Conversion Amendment | |
EXHIBIT J | Rate Form | |
EXHIBIT K | [INTENTIONALLY DELETED] | |
EXHIBIT L | Advance Request | |
EXHIBIT M | Request | |
EXHIBIT N | Confirmation of Obligations | |
EXHIBIT O | Expansion Request | |
EXHIBIT P | Facility Termination Request | |
EXHIBIT Q | Amendment to Master Credit Facility Agreement | |
EXHIBIT R | Credit Facility Termination Request | |
EXHIBIT S | Interest Rate Cap Security, Pledge and Assignment Agreement | |
APPENDIX I | Definitions |
v
1
2
THE COMMITMENT
3
4
5
6
7
8
9
THE ADVANCES
10
11
12
COLLATERAL CHANGES
13
14
15
16
17
18
EXPANSION OF CREDIT FACILITY
19
TERMINATION OF FACILITIES
20
CONDITIONS PRECEDENT TO ALL REQUESTS
21
22
23
24
25
26
27
28
29
30
31
32
33
REPRESENTATIONS AND WARRANTIES
34
AFFIRMATIVE COVENANTS OF BORROWER
35
36
37
38
39
40
41
42
43
NEGATIVE COVENANTS OF BORROWER
44
FEES
45
46
EVENTS OF DEFAULT
47
48
REMEDIES
49
50
RIGHTS OF FANNIE MAE
51
INSURANCE, REAL ESTATE TAXES AND REPLACEMENT RESERVES
PERSONAL LIABILITY OF BORROWER
52
INTEREST RATE PROTECTION
53
54
55
MISCELLANEOUS PROVISIONS
56
57
58
59
As to Borrower: | Sun Communities, Inc. | |||
27777 Franklin Road | ||||
The American Center, Suite 200 | ||||
Southfield, Michigan 48034 | ||||
Attention: Gary A. Shiffman | ||||
Telecopy No.: (248) 208-2645 | ||||
with a copy to: | Jaffe, Raitt, Heuer & Weiss Professional Corporation | |||
Attention: Richard A. Zussman, Esq. | ||||
The American Center | ||||
27777 Franklin Road | ||||
Suite 2500 | ||||
Southfield, Michigan 48034 | ||||
Telecopy No.: (248) 351-3082 | ||||
As to Lender: | PNC Bank, National Association | |||
26901 Agoura Road | ||||
Suite 200 | ||||
Calabasas Hills, California 91301-9932 | ||||
Attention: Loan Administration Department |
60
Telecopy No.: (818) 880-3330 | ||||
As to Fannie Mae: | Fannie Mae | |||
3900 Wisconsin Avenue, N.W. | ||||
Washington, D.C. 20016-2899 | ||||
Attention: Vice President for Multifamily Asset Management | ||||
Telecopy No.: 202-752-0435 | ||||
with a copy to: | Venable LLP | |||
575 7th Street, N.W. | ||||
Washington, D.C. 20004 | ||||
Attention: Lawrence H. Gesner, Esquire | ||||
Telecopy No.: (202) 344-8300 |
61
62
63
64
BORROWER: | ||||||||||
SUN SECURED FINANCING LLC, a Michigan limited | ||||||||||
liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | /s/ Jonathan M. Colman | |||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||||
By: | /s/ Jonathan M. Colman | |||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||||
By: | /s/ Jonathan M. Colman | |||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
65
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | /s/ Jonathan M. Colman | |||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | /s/ Jonathan M. Colman | |||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | /s/ Jonathan M. Colman | |||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
66
LENDER | ||||||
PNC BANK, NATIONAL ASSOCIATION | ||||||
By: | /s/ Timothy White | |||||
Name: | ||||||
Title: | ||||||
67
FANNIE MAE | ||||||
By: | /s/ Manuel Menendez | |||||
Name: | ||||||
Title: | ||||||
68
DEFINITIONS
Appendix-1
Appendix-2
Appendix-3
Appendix-4
Appendix-5
Appendix-6
Appendix-7
Appendix-8
Appendix-9
Appendix-10
Appendix-11
Appendix-12
Appendix-13
Appendix-14
Appendix-15
Appendix-16
Appendix-17
Appendix-18
Appendix-19
Appendix-20
Appendix-21
Appendix-22
Appendix-23
Appendix-24
07/25/2011
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
AND INITIAL VALUES
Property Name | Property Address | Initial Values | ||||
Autumn Ridge | 2050 Four Seasons Drive, Ankeny, IA 50021 | $ | 15,900,000 | |||
Country Meadows | 3211 Will Carlton Road, Flat Rock, MI 48134 | $ | 25,500,000 | |||
King’s Court | 2899 Lafranier Road, Traverse City, MI 49686 | $ | 25,800,000 | |||
Timberline | 260 Pin Oak Drive, Coopersville, MI 49404 | $ | 10,000,000 | |||
West Point/Academy | 41021 Old Michigan Avenue, Canton, MI 48188 | $ | 19,400,000 | |||
Allendale | 11400 Boyne Boulevard, Allendale, MI 49401 | $ | 12,050,000 | |||
Presidential Estates | 5075 Presidential Lane, Hudsonville, MI 49426 | $ | 14,600,000 | |||
Meadow Lake | 3951 Brentwood Cir. W., White Lake, MI 48383 | $ | 21,700,000 | |||
White Oak | 4084 West Stanley Road, Mt. Morris, MI 48458 | $ | 16,000,000 | |||
Brookside Manor | 61108 C.R. 17, Goshen, IN 46526 | $ | 15,200,000 | |||
Valley Brook | 4620 South High School Road, Indianapolis, IN 46234 | $ | 27,100,000 | |||
Branch Creek | 12609 Dessau Road, Austin, TX 78754 | $ | 12,500,000 | |||
Chisolm Point | 900 Broken Feather Trail, Pflugerville, TX 78660 | $ | 10,758,511 | |||
Pin Oak | 8001 Oakhaven Drive, O’Fallon, MO 63366 | $ | 15,900,000 | |||
Timber Ridge | 3717 S. Taft Hill Dr., Ft. Collins, CO 80526 | $ | 24,300,000 | |||
Eagle Crest | 4700 Eagle Crest Blvd., Firestone, CO 80504 | $ | 12,400,000 | |||
Holly Forest | 1000 Walker St., Holly Hill, FL 32117 | $ | 14,380,000 | |||
Water Oak Country Club Est. | 106 Evergreen Ln., Lady Lake, FL 32159 | $ | 35,210,000 | |||
Saddle Oak Club | 6045 S.W. 55th Ct., Ocala, FL 34474 | $ | 13,130,000 | |||
Holiday Mobile Village | 1350 C.R. 3, Elkhart, IN 46514 | $ | 11,300,000 |
Property Name | Property Address | Initial Values | ||||
Roxbury Park | 403 Post Rd., Goshen, IN 46526 | $ | 12,730,000 | |||
Carrington Pointe | 7211 Carrington Pointe Blvd., Ft. Wayne, IN 46818 | $ | 9,000,000 | |||
Clearwater Village | 62430 Locust Rd., South Bend, IN 46614 | $ | 5,500,000 | |||
Windham Hills | 4020 County Farm Rd., Jackson, MI 49201 | $ | 13,900,000 | |||
Kensington Meadows | 4245 W. Jolly Rd., Lansing, MI 48911 | $ | 10,800,000 | |||
White Lake | 1415 Fisk Rd., White Lake, MI 48386 | $ | 13,500,000 | |||
Woodhaven Place | 23601 Van Horn Rd., Woodhaven, MI 48183 | $ | 9,200,000 | |||
Oakwood Village | 10800 Valette Circle West, Mamisburg, OH 45342 | $ | 19,500,000 | |||
Woodside Terrace | 7717 Angola Rd., Holland, OH 43528 | $ | 18,300,000 | |||
Worthington Arms | 4277 Columbus Pike, Lewis Center, OH 43035 | $ | 8,500,000 | |||
Westbrook Park | 715 South Holland-Sylvania Rd., Toledo, OH 43615 | $ | 12,450,000 | |||
Westbrook Senior Village | 715 South Holland-Sylvania Rd., Toledo, OH 43615 | $ | 3,600,000 | |||
Willowbrook | 5001 South Ave., Toledo, OH 43615 | $ | 9,800,000 | |||
Boulder Ridge | 3300 Killingsworth, Pflugerville, TX 78660 | $ | 16,500,000 | |||
$ | 516,408,511.00 |
A-2
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
(Standard Maturity)
US $ | , 20__ |
B-1
B-2
o | 30/360.A 360-day year consisting of twelve (12) 30-day months. | ||
þ | Actual/360.A 360-day year. The amount of each monthly payment made by Borrower pursuant toSection 3(b)(i) below that is allocated to interest will be based on the actual number of calendar days during such month and shall be calculated by multiplying the unpaid principal balance of this Note by the per annum Interest Rate, dividing the product by three hundred sixty (360) and multiplying the quotient by the actual number of days elapsed during the month. Borrower understands that the amount of interest for each month will vary depending on the actual number of calendar days during such month. |
o | 30/360.[Select only if 30/360 is selected inSection 3(b) above.] If interest accrues based on a 30/360 interest computation, then consecutive monthly installments of interest only, each in the amount of _______________________________________________ Dollars (US $__________________________). | ||
þ | Actual/360.[Select only if Actual/360 is selected inSection 3(b) above.]If interest accrues based on an Actual/360 interest computation, the amount of __________________________ and _____/100 Dollars (US $___________) shall be payable on the First Interest Only Payment Date and thereafter consecutive monthly installments of interest only, shall be payable as follows: |
B-3
B-4
B-5
B-6
B-7
B-8
B-9
BORROWER: | ||||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President – Acquisitions |
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President – Acquisitions |
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: | ||||||||
Title: | Executive Vice President – Acquisitions |
B-10
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President – Acquisitions | |||||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President – Acquisitions | |||||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President – Acquisitions |
B-11
PNC BANK, NATIONAL ASSOCIATION | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
B-12
B-13
(i) | One percent (1%) of the amount of principal being prepaid; or | ||
(ii) | The product obtained by multiplying: |
(A) | the amount of principal being prepaid, | ||
by | |||
(B) | the difference obtained by subtracting from the Interest Rate on this Note the Yield Rate (as defined below), on the twenty-fifth (25th) Business Day preceding (1) the Intended Prepayment Date, or (2) the date Lender accelerates the Loan or otherwise accepts a prepayment pursuant toSection 10(a)(3) of this Note, | ||
by | |||
(C) | the present value factor calculated using the following formula: |
1 – (1 + r)-n/12 |
[r = | Yield Rate | |||
n = | the number of months remaining between (1) either of the following: (A) in the case of a voluntary prepayment, the Last Day of the Month during which the prepayment is made, or (B) in any other case, the date on which Lender accelerates the unpaid principal balance of this Note and (2) the Yield Maintenance Period End Date. |
For purposes of this clause(ii), the “Yield Rate” means the yield calculated by interpolating the yields for the immediately shorter and longer term U.S. “Treasury constant maturities” (as reported in the Federal Reserve Statistical Release H.15 Selected Interest Rates (the “Fed Release”) under the heading “U.S. government securities”) closest to the remaining term of the Yield Maintenance Period Term, as follows (rounded to three decimal places): |
B-14
a= | the yield for the longer U.S. Treasury constant maturity | |||
b= | the yield for the shorter U.S. Treasury constant maturity | |||
x= | the term of the longer U.S. Treasury constant maturity | |||
y= | the term of the shorter U.S. Treasury constant maturity | |||
z = | “n” (as defined in the present value factor calculation above) divided by twelve (12). |
B-15
TO FIXED FACILITY NOTE
B-16
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
([1][3]-Month LIBOR Index Structured ARM)
US $[ ] | [ , ] |
C-1
C-2
C-3
o | Amortizing Advance. If the Advance is an amortizing Advance, consecutive monthly installments of principal and interest, each in the amount of the Required Monthly Payment, shall be payable on the First Payment Date and on the first day of each month thereafter until the entire unpaid principal balance evidenced by this Note is fully paid. Any remaining principal and accrued but unpaid interest, if not sooner paid, shall be due and payable on the Maturity Date. The initial Required Monthly Payment shall be ___________ Dollars (US $____________). Thereafter, on each Payment Change Date the Required Monthly Payment shall change based on the then-current unpaid principal balance of this Note, the then-applicable Adjustable Rate and the actual number of calendar days during the applicable month, and shall be in an amount equal to the sum of (i) a principal payment equal to ____________________________________ Dollars (US |
C-4
$_____________) plus (ii) an interest payment calculated utilizing the accrual method stated inSection 3(b) above. | |||
o | Partial Interest Only Advance. If the Advance is a partial interest only Advance, consecutive monthly installments of interest only, each in the amount of the Required Monthly Interest Only Payment (defined below), shall be payable on the First Interest Only Payment Date and on each Payment Change Date until and including the Last Interest Only Payment Date. The initial Required Monthly Interest Only Payment shall be ______________________________ and _____/100 Dollars (US $___________) (the “Required Monthly Interest Only Payment”). Thereafter, on each Payment Change Date until and including the Last Interest Only Payment Date, the Required Monthly Interest Only Payment shall change based on the then-applicable Adjustable Rate and the actual number of calendar days during the applicable month. Commencing on the First Principal and Interest Payment Date and on each Payment Change Date thereafter, consecutive monthly installments of principal and interest, each in the amount of the Required Monthly Principal and Interest Payment (defined below, and together with the Required Monthly Interest Only Payment, the “Required Monthly Payment”), shall be payable until the entire unpaid principal balance evidenced by this Note is fully paid. Any remaining principal and accrued but unpaid interest, if not sooner paid, shall be due and payable on the Maturity Date. The Required Monthly Principal and Interest Payment shall change based on the then-current unpaid principal balance of this Note, the then-applicable Adjustable Rate and the actual number of calendar days during the applicable month, and shall be in an amount equal to the sum of (i) a principal payment equal to ______________________________ and _____/100 Dollars (US $___________) plus (ii) an interest payment calculated utilizing the accrual method stated inSection 3(b) above (the “Requirement Monthly Principal and Interest Payment”). |
C-5
C-6
C-7
C-8
C-9
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C-11
BORROWER: | ||||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President – Acquisitions | |||||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President – Acquisitions | |||||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President – Acquisitions |
C-12
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President – Acquisitions | |||||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President – Acquisitions | |||||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President – Acquisitions |
C-13
PNC BANK, NATIONAL ASSOCIATION | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
C-14
Second Loan Year | 1.00 | % | ||
Third Loan Year | 1.00 | % | ||
Fourth Loan Year | 1.00 | % | ||
Fifth[through ]Loan Year | 1.00 | % |
C-15
TO VARIABLE FACILITY NOTE
INITIAL(S) | ||||
C-16
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
D-1
D-2
D-3
D-4
D-5
D-6
D-7
BORROWER: | ||||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
D-8
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
D-9
Carrington Pointe | Yes | |
Windham Hills Estates | Yes | |
Westbrook Senior Village | Yes | |
Westbrook Village | Yes | |
Willowbrook Place | Yes | |
Woodside Terrace | Yes | |
Eagle Crest | Yes | |
White Lake | Yes | |
Oakwood Village | New section only — Yes | |
Clearwater Mobile Village | Yes | |
Woodhaven Place | Yes | |
Holly Forest Estates | Yes | |
Holiday Mobile Home Village | Yes | |
Roxbury Park | Main road only — Yes | |
Kensington Meadows | Yes | |
Academy/West Point | Academy only — Yes | |
Allendale Meadows | New section only — Yes | |
Autumn Ridge | Yes | |
Brookside Manor | Yes | |
Country Meadows | Yes | |
Pin Oak Parc | Yes | |
Valley Brook | South 1/2 old — Yes — Expansion — Yes | |
White Oak | Yes |
D-10
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
E-1
E-2
E-3
E-4
E-5
E-6
E-7
E-8
E-9
E-10
E-11
E-12
2777 Franklin Road
The American Center
Suite 200
Southfield, Michigan 48034
Attention: Gary A. Shiffman
Telecopy No.: (248) 208-2645
The American Center
27777 Franklin Road
Suite 2500
Southfield, Michigan 48034
Attention: Richard A. Zussman, Esq.
E-13
E-14
SUN COMMUNITIES, INC., a Maryland corporation | ||||||
By: | ||||||
Name: | ||||||
Title: | Executive Vice President — Acquisitions |
E-15
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
F-1
BORROWER: | ||||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||||
By: | ||||||||||
�� | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
F-2
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions |
F-3
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
(Sun Secured Financing LLC, Sun Communities Finance, LLC,
Sun Holly Forest LLC and Sun Saddle Oak LLC)
G-1-1
By: | ||||||
Name: | ||||||
Title: | ||||||
[officer other than person signing loan documents] |
G-1-2
G-1-3
G-1-4
G-1-5
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
(Aspen-Ft. Collins Limited Partnership)
G-2-1
By: | ||||||
Name: | ||||||
Title: | ||||||
[officer other than person signing loan documents] |
G-2-2
G-2-3
G-2-4
G-2-5
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
(Sun Secured Financing Houston Limited Partnership
G-3-1
By: | ||||||
Name: | ||||||
Title: | ||||||
[officer other than person signing loan documents] |
G-3-2
G-3-3
G-3-4
G-3-5
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
(Sun)
G-4-1
By: | ||||||
Name: | ||||||
Title: | ||||||
[officer other than person signing loan documents] |
G-4-2
G-4-3
G-4-4
G-4-5
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
26901 Agoura Road, Suite 200
Calabasas Hills, California 91301-9932
Attention: Servicing
Re: | CONVERSION REQUEST issued pursuant to that Second Amended and Restated Master Credit Facility Agreement, dated as of July 27, 2011, by and among the undersigned (“Borrower”), Lender and Fannie Mae (as amended from time to time, the “Master Agreement”). |
H-1
Closing Date of Variable Advance: | ||||
Maturity Date of Variable Advance: | ||||
Amount of Advance: | ||||
H-2
Sincerely, | ||||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
H-3
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions |
H-4
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
I-1
I-2
BORROWER: | ||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: Jonathan M. Colman | ||||||||
Title: Executive Vice President — Acquisitions |
I-3
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
I-4
FANNIE MAE: | ||||
By: | ||||
Name: | ||||
Title: | ||||
I-5
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
Designation of Advance | _____ Variable Advance | |
(Check One) | _____ Fixed Advance |
Proposed Initial Adjustable Rate | ________ % | |
Advance Amount | $______________________ | |
Interest Only Period (if applicable) | _______________________ | |
Term | _______ months | |
Initial 1-/3-Month LIBOR (Current Index) | _______________________ | |
[Breakage Fee Deposit | _______________________] | |
Variable Facility Fee | ___________________ bps | |
Prepayment Premium Type | _______________________ | |
Closing Date no later than | _______________, _______ | |
MBS Settlement Date | _______________, _______ |
J-1
Proposed Pass-Through Rate | ________ % | |
Note Rate | ________ % | |
Advance Amount | $ | |
Term | months | |
Interest Only Period [if applicable] | months | |
Fixed Facility Fee | bps | |
MBS Issue Date | ||
MBS Settlement Date | ||
Maximum Annual Coupon Rate | % | |
Yield Maintenance Period | ||
Amortization Period | months | |
Closing Date no later than |
BORROWER: | ||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member |
J-2
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
J-3
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
J-4
PNC BANK, NATIONAL ASSOCIATION | ||||
By: | ||||
Name: | ||||
Title: | ||||
J-5
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
K-1
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
26901 Agoura Road, Suite 200
Calabasas Hills, California 91301-9932
Attention: Servicing
Re: | ADVANCE REQUEST issued pursuant to that Second Amended and Restated Master Credit Facility Agreement, dated as of July 27, 2011 by and among the undersigned (“Borrower”), Lender and Fannie Mae (as amended from time to time, the “Master Agreement”) |
(a) | Amount. The amount of the Future Advance shall be $____________. | ||
(b) | Designation of Facility. The Future Advance is a: [Check one] |
(i) | _____ Fixed Advance |
L-1
(ii) | _____ Variable Advance |
(c) | Maturity Date. The Maturity Date of the Advance is as follows: ____________. | ||
(d) | Amortization Period. |
(i) | I/O Term ____________________. | ||
(ii) | Amortizing Term ______________. |
L-2
L-3
Sincerely, | ||||||||||
BORROWER: | ||||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
L-4
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
L-5
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
26901 Agoura Road, Suite 200
Calabasas Hills, California 91301-9932
Attention: Servicing
Re: | REQUEST issued pursuant to that Second Amended and Restated Master Credit Facility Agreement, dated as of July 27, 2011, by and among the undersigned (“Borrower”), Lender and Fannie Mae (as amended from time to time, the “Master Agreement”) |
M-1
Name: | ||||||
Address: | ||||||
Location: | ||||||
Name: | ||
Record Owner: | ||
Beneficial Owner: | ||
Address: | ||
Location: | ||
M-2
M-3
Sincerely, | ||||||||||
BORROWER: | ||||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
M-4
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | Executive Vice President — Acquisitions | |||||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||||
By: | ||||||||||
Name: | Jonathan M. Colman | |||||||||
Title: | Executive Vice President — Acquisitions |
M-5
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
N-1
N-2
BORROWER: | ||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
N-3
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
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PNC BANK, NATIONAL ASSOCIATION | ||||
By: | ||||
Name: | ||||
Title: | ||||
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SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
26901 Agoura Road, Suite 200
Calabasas Hills, California 91301-9932
Attention: Servicing
Re: | EXPANSION REQUEST issued pursuant to that Second Amended and Restated Master Credit Facility Agreement, dated as of July 27, 2011, by and among the undersigned (“Borrower”), Lender and Fannie Mae (as amended from time to time, the “Master Agreement”) |
O-1
RESULTING AMOUNT OF | ||||
NAME | INCREASE | COMMITMENT | ||
MAXIMUM CREDIT COMMITMENT: | ||||
FIXED FACILITY COMMITMENT: | ||||
VARIABLE FACILITY COMMITMENT: |
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Sincerely, | ||||||||
BORROWER: | ||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
O-3
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
O-4
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
26901 Agoura Road, Suite 200
Calabasas Hills, California 91301-9932
Attention: Servicing
Re: | FACILITY TERMINATION REQUEST issued pursuant to that Second Amended and Restated Master Credit Facility Agreement, dated as of July 27, 2011, by and among the undersigned (“Borrower”), Lender and Fannie Mae (as amended from time to time, the “Master Agreement”) |
Amount of Reduction: | $ | |||
Resulting Amount of [Variable] [Fixed] Facility: | $ |
P-1
Closing Date of Advance: | ___________________________ | |||
Maturity Date of Advance: | ___________________________ | |||
Amount of Advance: | ___________________________ |
P-2
Sincerely, | ||||||||
BORROWER: | ||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
P-3
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
P-4
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
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BORROWER: | ||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
Q-3
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
Q-4
PNC BANK, NATIONAL ASSOCIATION | ||||
By: | ||||
Name: | ||||
Title: | ||||
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FANNIE MAE: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Q-6
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
26901 Agoura Road, Suite 200
Calabasas Hills, California 91301-9932
Attention: Servicing
Re: | CREDIT FACILITY TERMINATION REQUEST issued pursuant to Second Amended and Restated Master Credit Facility Agreement, dated as of July 27, 2011, by and among the undersigned (“Borrower”), Lender and Fannie Mae (as amended from time to time, the “Master Agreement”) |
R-1
R-2
Sincerely, | ||||||||
BORROWER: | ||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
R-3
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
R-4
SECOND AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT
S-1
S-2
S-3
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S-6
GRANTOR | ||||||||
SUN SECURED FINANCING LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
ASPEN — FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun GP L.L.C., a Michigan limited liability company, its general partner | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its manager | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership | ||||||||
By: | Sun Secured Financing GP, Inc., a Michigan corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions |
S-7
SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN HOLLY FOREST LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
SUN SADDLE OAK LLC, a Michigan limited liability company | ||||||||
By: | Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member | |||||||
By: | Sun Communities, Inc., a Maryland Corporation, its general partner | |||||||
By: | ||||||||
Name: | Jonathan M. Colman | |||||||
Title: | Executive Vice President — Acquisitions | |||||||
S-8
LENDER: | ||||
PNC BANK, NATIONAL ASSOCIATION | ||||
By: | ||||
Name: | ||||
Title: | ||||
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