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Contract analysis / title-survey-review-memo.docx
title-survey-review-memo.docx
High · 1
Medium · 6
Standard · 4
I. Executive Summary
Standard
⚑ Commercial term
I. Executive Summary This memorandum sets forth the results of our review and analysis of the pro forma title insurance commitments and ALTA/NSPS land title surveys for all fourteen (14) properties comprising the "Sun Belt Portfolio" in connection with the proposed $240,000,000 permanent CMBS mortgage loan (the "Permanent Loan") to be originated by Clarendon Metropolitan Insurance Company ("Clarendon Metropolitan" or
II. Scope and Methodology
II. Scope and Methodology In preparing this memorandum, we reviewed the following materials and undertook the following diligence steps:
1. Title Insurance Commitments. We reviewed fourteen (14) pro forma title insurance commi
Standard
⚑ Commercial term
1. Title Insurance Commitments. We reviewed fourteen (14) pro forma title insurance commitments issued by Marlowe Asset Management Title Insurance Group, Inc., each in the ALTA 2021 Commitment for Title Insurance form. The commitments bear effective dates on or about October 10–15, 2025, reflecting searches of the applicable county land records through those dates. Each commitment includes a Schedule A (describing th
2. ALTA/NSPS Land Title Surveys. We reviewed fourteen (14) ALTA/NSPS land title surveys (
2. ALTA/NSPS Land Title Surveys. We reviewed fourteen (14) ALTA/NSPS land title surveys (the "Surveys"), each of which is an updated version of the survey obtained in connection with the Acquisition Closing. The Surveys have been re-certified to Clarendon Metropolitan Insurance Company, Marlowe Asset Management Title Insurance Group, Inc., and the respective SPE Borrowers. Each Survey includes the Table A optional it
3. Cross-Reference to Acquisition Title Policies. We cross-referenced each title commitme
3. Cross-Reference to Acquisition Title Policies. We cross-referenced each title commitment against the corresponding bridge-loan title policy (ALTA Loan Policy) issued at the June 30, 2025 Acquisition Closing in favor of KNB as administrative agent. This cross-referencing enabled us to identify any new encumbrances, exceptions, or changes in the status of title that have arisen since the Acquisition Closing.
4. Applicable Recording Statutes. We reviewed the applicable state recording statutes and
Medium
⚑ Forum / governing law
4. Applicable Recording Statutes. We reviewed the applicable state recording statutes and requirements for each of the five states in which properties are located: Texas, Georgia, Florida, North Carolina, and Tennessee. This review included analysis of mortgage/deed of trust/security deed recording requirements, documentary stamp taxes, intangibles taxes, mortgage recording taxes, and refinancing credits or exemption
5. Lender's Title Requirements Letter. We consulted the title requirements letter dated S
5. Lender's Title Requirements Letter. We consulted the title requirements letter dated September 22, 2025, issued by Clarendon Metropolitan through its outside counsel, Ashworth McPhail LLP (attention: Joanna C. Wexler) (the "Title Requirements Letter"), which specifies the endorsements and coverage required for CMBS securitization, including specific endorsement forms and policy provisions necessary for the anticip
6. Methodology. This memorandum is organized as follows: a property-by-property analysis
6. Methodology. This memorandum is organized as follows: a property-by-property analysis arranged by state, commencing with the five Texas properties, followed by the three Georgia properties, the three Florida properties, the two North Carolina properties, and the one Tennessee property. Each property analysis addresses the title commitment, vesting, Schedule B-II specific exceptions, survey matters, and outstanding
III. Summary of Title Insurance Commitments — Overview
Medium
⚑ Assignment / subcontracting
III. Summary of Title Insurance Commitments — Overview A. Commitment Structure Each of the fourteen title insurance commitments was issued in the ALTA 2021 Commitment for Title Insurance form. The commitments propose the issuance of an ALTA 2006 Loan Policy (06-17-06, with subsequent amendments) in favor of Clarendon Metropolitan Insurance Company, as the proposed insured, and its successors and assigns, including th
1. Payment of Title Insurance Premiums. Payment of the applicable title insurance premium
Standard
⚑ Commercial term
1. Payment of Title Insurance Premiums. Payment of the applicable title insurance premiums and endorsement charges for the proposed loan policy. Premium amounts are set forth in the estimated closing costs memorandum being prepared separately.
2. Recording of Mortgage/Deed of Trust/Security Deed. Recording of the mortgage (in Flori
2. Recording of Mortgage/Deed of Trust/Security Deed. Recording of the mortgage (in Florida), deed of trust (in Texas, North Carolina, and Tennessee), or deed to secure debt (in Georgia), as applicable, in favor of Clarendon Metropolitan Insurance Company, in the appropriate county land records for each property. Each instrument must be in recordable form, properly executed and acknowledged, and must comply with all
3. Recording of Assignment of Leases and Rents. Recording of the assignment of leases and
Medium
⚑ Assignment / subcontracting
3. Recording of Assignment of Leases and Rents. Recording of the assignment of leases and rents for each property, assigning the SPE Borrower's interest in all existing and future leases and rental income to Clarendon Metropolitan as additional collateral for the Permanent Loan.
4. Evidence of Authority and Good Standing. Delivery of satisfactory evidence of the auth
4. Evidence of Authority and Good Standing. Delivery of satisfactory evidence of the authority and good standing of each SPE Borrower (as a Delaware limited liability company) and, where applicable, evidence that each SPE Borrower is qualified to do business and in good standing in the state in which its property is located. This will require certificates of good standing from the Delaware Secretary of State and cert
5. Release of Existing Bridge Facility Liens. Satisfactory evidence of the release and re
5. Release of Existing Bridge Facility Liens. Satisfactory evidence of the release and reconveyance of all existing mortgage liens, deeds of trust, and security deeds in favor of Kensington National Bank, N.A. as administrative agent for the Bridge Facility syndicate. This is a critical closing requirement and represents the most complex logistical element of the title closing process, as it requires coordinated prep
6. Payment of Real Property Taxes. Payment of all real property taxes and assessments tha
6. Payment of Real Property Taxes. Payment of all real property taxes and assessments that are due and payable through the closing date of the Permanent Loan. Current tax certificates from the applicable county tax collector or assessor's office will be required for each property.
7. UCC Search Results. Receipt of UCC search results (both at the state level in Delaware
7. UCC Search Results. Receipt of UCC search results (both at the state level in Delaware, where each SPE Borrower is organized, and at the state and county level in the property state) showing no prior security interests in fixtures or other personal property that would constitute a lien on the collateral. UCC filings are addressed separately in the UCC filing memorandum.
8. Delivery of ALTA Survey. Delivery of a satisfactory ALTA/NSPS land title survey for ea
8. Delivery of ALTA Survey. Delivery of a satisfactory ALTA/NSPS land title survey for each property, certified to Clarendon Metropolitan, Marlowe Asset Management Title, and the SPE Borrowers, meeting the minimum standards set forth in the Title Requirements Letter.
9. Corrective Instruments. Execution and recording of any required corrective instruments
Medium
⚑ Liability cap to check against exposure
9. Corrective Instruments. Execution and recording of any required corrective instruments identified in the property-specific requirements of each commitment, including but not limited to corrective deeds, corrective affidavits, and gap indemnities, as applicable. D. Schedule B-II: Standard / General Exceptions Each commitment includes standard printed exceptions in Schedule B-II that appear in substantially identica
1. Rights or Claims of Parties in Possession. Each commitment excepts from coverage any r
1. Rights or Claims of Parties in Possession. Each commitment excepts from coverage any rights or claims of parties in possession of the property not shown by the public records. This standard exception is to be deleted upon receipt of a satisfactory ALTA/NSPS survey and delivery by the SPE Borrower of an owner's affidavit confirming that there are no parties in possession other than tenants under written residential
2. Survey Matters. Each commitment excepts from coverage any encroachments, overlaps, bou
2. Survey Matters. Each commitment excepts from coverage any encroachments, overlaps, boundary line disputes, or other matters that would be disclosed by an accurate survey and inspection of the property. This exception is to be deleted upon receipt of the ALTA/NSPS Survey and issuance of the ALTA 9.0 series endorsement (Comprehensive or Restrictions, Encroachments, Minerals endorsement), which affirmatively covers s
3. Unrecorded Easements. Each commitment excepts from coverage any easements or claims of
3. Unrecorded Easements. Each commitment excepts from coverage any easements or claims of easements not shown by the public records. This exception is to be narrowed through the delivery of an owner's affidavit by the SPE Borrower confirming that the SPE Borrower has no knowledge of any unrecorded easements affecting the property, other than those disclosed by the Survey.
4. Taxes Not Yet Due. Each commitment excepts from coverage liens for real property taxes
4. Taxes Not Yet Due. Each commitment excepts from coverage liens for real property taxes or assessments that are not yet due and payable. This is a standard permitted exception for all commercial real estate loan transactions and will be included in the permitted exceptions schedule as a matter of course.
5. Mechanic's and Materialmen's Liens. Each commitment excepts from coverage any mechanic
5. Mechanic's and Materialmen's Liens. Each commitment excepts from coverage any mechanic's or materialmen's liens, or liens arising from the furnishing of labor or materials, that are not of record. This exception is to be addressed through the delivery of lien waivers from contractors and material suppliers (to the extent any work has been performed within the applicable statutory lien period) and/or through a gap
6. Rights of Tenants. Each commitment excepts from coverage the rights of tenants under u
Medium
⚑ Assignment / subcontracting
6. Rights of Tenants. Each commitment excepts from coverage the rights of tenants under unrecorded leases. Because each property is a multifamily residential community, this is a standard permitted exception, and the proposed loan documents will permit this exception in the form: "Rights of tenants under residential leases, as tenants only, without any option to purchase or right of first refusal." The assignment of
IV. Property-by-Property Title and Survey Analysis — Texas Properties (5)
High
⚑ Non-compete / exclusivity restraint
IV. Property-by-Property Title and Survey Analysis — Texas Properties (5) A. Fairwater Sun Belt I LLC — Ridgewater at Lakeline, Austin, TX Property Description: Ridgewater at Lakeline is a 320-unit garden-style multifamily community located in the Lakeline area of Austin, Texas. The property was constructed in 2018 and has a current appraised value of $32,500,000. The allocated loan amount is $20,259,740. County: Wil
V. Property-by-Property Title and Survey Analysis — Georgia Properties (3)
Medium
⚑ Liability cap to check against exposure
V. Property-by-Property Title and Survey Analysis — Georgia Properties (3) A. Fairwater Sun Belt VI LLC — Peachtree Crossings, Alpharetta, GA Property Description: Peachtree Crossings is a 296-unit garden-style multifamily community located in Alpharetta, Georgia, within the northern suburbs of metropolitan Atlanta. The property was constructed in 2015 and has a current appraised value of $28,600,000. The allocated l
VI. Property-by-Property Title and Survey Analysis — Florida Properties (3)
Standard
⚑ Commercial term
VI. Property-by-Property Title and Survey Analysis — Florida Properties (3) A. Fairwater Sun Belt IX LLC — Bayshore Landings, Tampa, FL Property Description: Bayshore Landings is a 308-unit garden-style multifamily community located in Tampa, Florida. The property was constructed in 2017 and has a current appraised value of $33,800,000. The allocated loan amount is $21,069,870. This is the highest-value property amon