Multifamily Lender Memo 11-06

Multifamily Legal
2011 Multifamily
Form Loan Documents

Date:August 2, 2011

To:Fannie Mae Multifamily Lenders

From:Gary K. Fordyce, Associate General Counsel

Subject:Lender Memo 11-06 | Fannie Mae Multifamily Form Mortgage Loan Documents

We are pleased to announce the publication of additional 2011 Fannie Mae Multifamily form Mortgage Loan documents (the "2011 Loan Documents"). The newly published documents include:

Consolidated, Amended and Restated Multifamily Note (Florida), Form 6010.CAR.FL
Amended and Restated Multifamily Note (Maryland), Form 6010.AR.MD
Modifications to Multifamily Loan and Security Agreement (Restabilization Reserve), Form 6233
Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (Restabilization Reserve), Form 6102.18
Modifications to Multifamily Loan and Security Agreement (New York Gap Note Modifications), Form 6234
Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (New York Gap Note Modifications) (Interest Rate Type – Fixed Rate),Form 6102.19.FR
Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (New York Gap Note Modifications) (Interest Rate Type – Fixed+1), Form 6102.19.F+1
Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (New York Gap Note Modifications) (Interest Rate Type – ARM) Form 6102.19.ARM
Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (New York Gap Note Modifications) (Interest Rate Type – Hybrid ARM), Form 6102.19.HYARM
Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (New York Gap Note Modifications) (Interest Rate Type – Structured ARM), Form 6102.19.SARM

We are also revising certain of the 2011 Loan Documents previously published to make various ministerial, corrective or conforming changes. Please see Exhibit Aattached hereto for a complete list of the 2011 Loan Documents that are being concurrently revised with this Lender Memo. Both the newly published 2011 Loan Documents and clean versions of the revised 2011 Loan Documents are now available on the 2011 Loan Documents page oneFannieMae.com. Redlined versions of the revised 2011 Loan Documents are attached via the links provided in Exhibit A.

We are also revising the additional guidance regarding the loan documentation requirements for the various interest rate types, asset classes, special product features and execution types set forth in Lender Memo 11-03. Please see Exhibit B attached hereto for such updated guidance. This Lender Memo supersedes Lender Memo 11-03.

This Lender Memo is effective immediately.

If you have questions regarding this Lender Memo or the 2011 Loan Documents, please contact your Deal Team or either of the following individuals:

Brian S. McEvoy at (202) 752-7594 or

Gary K. Fordyce at (202) 752-8265 or

Lender Memo 11-06108/02/11

EXHIBIT A

REVISED 2011 MULTIFAMILY FORM MORTGAGE LOAN DOCUMENTS

Guaranty of Non-Recourse Obligations, Form 6015; (redline version)
Guaranty (Payment), Form 6020; (redline version)
Multifamily Security Instrument (New York Mortgage), Form6025.NY; (redline version)
Environmental Indemnity Agreement, Form 6085; (redline version)
Environmental Indemnity Agreement (Maryland IDOT), Form 6085.IDOT; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Fixed Rate), Form 6101.FR; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Fixed+1), Form 6101.F+1; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – ARM), Form 6101.ARM; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Hybrid ARM), Form 6101.HYARM; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Structured SARM) , Form 6101.SARM; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Fixed Rate) (Seniors Housing) , Form 6101.FR.SRS; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Fixed+1) (Seniors Housing) , Form 6101.F+1.SRS; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – ARM) (Seniors Housing) , Form 6101.ARM.SRS; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Hybrid ARM) (Seniors Housing), Form 6101.HYARM.SRS; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Structured ARM) (Seniors Housing), Form 6101.SARM.SRS; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Fixed Rate) (Maryland IDOT), Form 6101.FR.IDOT; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Fixed+1) (Maryland IDOT), Form 6101.F+1.IDOT; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – ARM) (Maryland IDOT), Form 6101.ARM.IDOT; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Hybrid ARM) (Maryland IDOT), Form 6101.HYARM.IDOT; (redline version)
Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Structured ARM), Form 6101.SARM.IDOT; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Fixed Rate), Form 6102.FR; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Fixed+1), Form 6102.F+1; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – ARM), Form 6102.ARM; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Hybrid ARM), Form 6102.HYARM; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Structured ARM), Form 6102.SARM; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Fixed Rate) (Seniors Housing), Form 6102.FR.SRS; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Fixed+1) (Seniors Housing), Form 6102.F+1.SRS; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – ARM) (Seniors Housing), Form 6102.ARM.SRS; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Hybrid ARM) (Seniors Housing), Form 6102.HYARM.SRS; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Structured ARM) (Seniors Housing), Form 6102.SARM.SRS; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Fixed Rate) (Maryland IDOT), Form 6102.FR.IDOT; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Fixed+1) (Maryland IDOT), Form 6102.F+1.IDOT; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – ARM) (Maryland IDOT), Form 6102.ARM.IDOT; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Hybrid ARM) (Maryland IDOT), Form 6102.HYARM.IDOT; (redline version)
Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Structured ARM) (Maryland IDOT), Form 6102.SARM.IDOT; (redline version)
Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (Supplemental Lien – Refi Plus – Senior Loan Terms), Form 6102.08; (redline version)
Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (Supplemental Lien – Senior Loan Terms), Form 6102.09; (redline version)
Modifications to Multifamily Loan and Security Agreement (Ground Lease Defaults), Form 6206; (redline version)
Modifications to Multifamily Loan and Security Agreement (Section 8 Hap Contract), Form 6216; (redline version)
Modifications to Multifamily Security Instrument (Ground Lease Provisions), Form 6308 (redline version)
Assignment of Housing Assistance Payments Contract, Form 6403; (redline version)
Assignment of Housing Assistance Payments Contract (Credit Enhancements), Form 6404; (redline version)
Consent to Assignment of Housing Assistance Payments (HAP) Agreement, Form 6412; (redline version)
Asbestos Operations and Maintenance Agreement and Plan, Form 6418; (redline version) and
Lead-Based Paint Operations and Maintenance Agreement and Plan, Form 6419 (redline version)

Lender Memo 11-06108/02/11

EXHIBIT B

LOAN DOCUMENTATION REQUIREMENTS

This list covers Loan Documents only. Please refer to the Mortgage Loan Delivery Package Table of Contents, Form 6502, for additional non-Loan Document delivery requirements.

I.Core Loan Documents. Each Mortgage Loan shall require the following Loan Documents:

1)Multifamily Mortgage Loan and Security Agreement (6001 series) (the “Loan Agreement”)

[For Schedules 1 – 4, see Section II below. Schedules 5-7 are embedded in the Loan Agreement.];

2)Multifamily Note endorsed to Fannie Mae (6010 series) (the “Note”);

a)For Florida properties, if Lender has agreed to consolidate an existing loan on the Propertywith a new loan, include the Consolidated, Amended and Restated Multifamily Note (6010.CAR.FL) in lieu of the 6010 form; and/or

b)For Maryland properties, if Lender has agreed to amend and restate an existing loan on the Property with a new loan, include the Amended and Restated Multifamily Note (6010.AR.MD) in lieu of the 6010 form;

3)Environmental Indemnity Agreement (6085);

4)Multifamily Security Instrument (6025 series);

a)For New York properties, if Lender has agreed to consolidate an existing loan on the Property with a new loan, include Consolidation, Extension and Modification Agreement (6025.NY.CEMA) in addition to the 6025.NY form;

b)For Florida properties, if Lender has agreed to consolidate an existing loan on the Property with a new loan, include the Consolidated, Amended and Restated Mortgage (6025.FL.AR) in lieu of the 6025.FL form; and/or

c)For Maryland properties, if Lender has agreed to amend and restate an existing loan on the Property with a new loan, include the Amended and Restated Mortgage (6025.MD.AR) in lieu of the 6025.MD form;

5)Assignment of Security Instrument;

6)Opinion of Borrower’s Counsel on Origination of Mortgage Loan with Enforceability Opinion (6401);

7)UCC Financing Statements (UCC-1s) and Assignments of UCC Financing Statements (UCC-3s) – with Schedule A to UCC Financing Statement (6421); and

8)Assignment of Collateral Agreements and Other Loan Documents (6402).

The following Loan Documents shall be used as and when required:

9)Guaranty of Non-Recourse Obligations (6015);

10)Guaranty (Payment) (6020); and/or

11)Assignment of Management Agreement (6405).

II.Loan Agreement Schedules for Interest Rate Types. The following Schedules are required to be attached to the Loan Agreement for each Interest Rate Type:

1)Fixed Rate

a)Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Fixed Rate) (6101.FR);

b)Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Fixed Rate) (6102.FR);

c)Schedule 3 to Multifamily Loan and Security Agreement – Interest Rate Type Provisions (Fixed Rate) (6103.FR); and

d)Schedule 4 to Multifamily Loan and Security Agreement (choose only the applicable one):

i)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Standard Yield Maintenance – Fixed Rate) (6104.01);

ii)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Yield Maintenance T+50 – Fixed Rate) (6104.03);

iii)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Graduated Prepayment Premium – 5 Year Fixed Rate) (6104.05);

iv)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Graduated Prepayment Premium – 7 Year Fixed) (6104.06); or

v)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Graduated Prepayment Premium – 10 Year Fixed Rate) (6104.07).

2)Fixed +1

a)Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – Fixed+1) (6101.F+1);

b)Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – Fixed +1) (6102.F+1);

c)Schedule 3 to Multifamily Loan and Security Agreement – Interest Rate Type Provisions (Fixed + 1) (6103.F+1); and

d)Schedule 4 to Multifamily Loan and Security Agreement (choose only the applicable one):

i)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Standard Yield Maintenance – Fixed+1, HYARM) (6104.02); or

ii)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Yield Maintenance T+50 – Fixed+1) (6104.04).

3)ARM (1-Month and 3-Month LIBOR)

a)Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – ARM) (6101.ARM);

b)Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – ARM) (6102.ARM);

c)Schedule 3 to Multifamily Loan and Security Agreement – Interest Rate Type Provisions (ARM) (6103.ARM); and

d)Schedule 4 to Multifamily Loan and Security Agreement (choose only the applicable one):

i)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Graduated Prepayment Premium – ARM, SARM) (6104.10); or

ii)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – 1% Prepayment Premium – ARM, SARM) (6104.11).

For ARM Loans with a conversion option, see Section III.1) below for additional Loan Document requirements at conversion.

4)Structured ARM

a)Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – SARM) (6101.SARM);

b)Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – SARM) (6102.SARM);

c)Schedule 3 to Multifamily Loan and Security Agreement – Interest Rate Type Provisions (SARM) (6103.SARM);

d)Schedule 4 to Multifamily Loan and Security Agreement (choose only the applicable one):

i)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Graduated Prepayment Premium – ARM, SARM) (6104.10); or

ii)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – 1% Prepayment Premium – ARM, SARM) (6104.11);

e)Interest Rate Cap, Reserve and Security Agreement (6442); and

f)Form of Opinion of Counsel to Issuer of Rate Cap Agreement (6444).

For Structured ARM Loans with a conversion option, see Section III.2) below for additional Loan Document requirements at conversion.

5)Hybrid ARM.

a)Schedule 1 to Multifamily Loan and Security Agreement – Definitions Schedule (Interest Rate Type – HYARM) (6101.HYARM);

b)Schedule 2 to Multifamily Loan and Security Agreement – Summary of Loan Terms (Interest Rate Type – HYARM) (6102.HYARM);

c)Schedule 3 to Multifamily Loan and Security Agreement – Interest Rate Type Provisions (HYARM) (6103.HYARM); and

d)Schedule 4 to Multifamily Loan and Security Agreement (choose only the applicable one below):

i)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Standard Yield Maintenance – Fixed+1, HYARM) (6104.02);

ii)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Graduated Prepayment Premium – 7 Year HYARM) (6104.08); or

iii)Schedule 4 to Multifamily Loan and Security Agreement (Prepayment Premium Schedule – Graduated Prepayment Premium – 10 Year HYARM) (6104.09).

III.Additional Loan Documents for Asset Classes, Special Product Features and Execution Types. In addition to the Loan Documents specified in Section I and the Loan Agreement Schedules required for the applicable Interest Rate Type in Section II, the following Loan Documents are required for the following Asset Classes, Special Product Features or Execution Types:

1)ARM Mortgage Loans with a Conversion Option:

a)Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (Conversion Option – ARM Loan) (6102.07); and

b)Modifications to Multifamily Loan and Security Agreement (Conversion Option – ARM Loan) (6226).

Upon Conversion:

c)Amendment to Mortgage Loan and Security Agreement (Conversion to Fixed Rate) (6453); and

d)Opinion(s) of Borrower’s Counsel on Origination of Mortgage Loan with Enforceability Opinion (6401).

2)Structured ARM Mortgage Loans with a Conversion Option:

a)Modifications to Multifamily Loan and Security Agreement – Schedule 2 Addenda – Summary of Loan Terms (Conversion Option – SARM Loan) (6102.06);

b)Modifications to Multifamily Loan and Security Agreement (Conversion Option – SARM Loan) (6225); and

c)UCC Financing Statements (UCC-1s) and Assignments of UCC Financing Statements (UCC-3s) – with Schedule A to UCC Financing Statement (Rate Cap (SARM)) (6443).

Upon Conversion:

d)Amendment to Mortgage Loan and Security Agreement (Conversion to Fixed Rate) (6453); and

e)Opinion(s) of Borrower’s Counsel on Origination of Mortgage Loan with Enforceability Opinion (6401).

3)Choice Refinance:

For use with Standard Commitments and no good faith cash deposit:

a)Modifications to Multifamily Security Instrument (Standard Choice Refinance Commitment) (6301); or

For use for Early Rate Lock Commitmentsand no good faith cash deposit:

b)Modifications to Multifamily Security Instrument (Security of Fannie Mae ERL Obligations) (6302).

[DUE TO THE LOAN DOCUMENT RESTRUCTURING, FORMS 4513 AND 4514 HAVE BEEN RETIRED AND CANNOT BE USED WITH THE NEW 2011 LOAN DOCUMENTS. EXECUTION OF A NEW LOAN AGREEMENT IS REQUIRED.]

4)Condominiums:

a)Modifications to Multifamily Loan and Security Agreement (Condominium Provisions) (6202); and

b)Modifications to Multifamily Security Instrument (Condominium Subordination) (6304).

5)Cooperatives:

a)Modifications to Multifamily Loan and Security Agreement (Co-ops) (6210); and

b)Modifications to Multifamily Security Instrument (Co-ops) (6312).

6)Cross Default and Cross-Collateralization:

a)For Mortgage Loans that are cross-defaulted and cross-collateralized and a single Note evidences the Mortgage Loan secured by Security Instruments on two or more Mortgaged Properties:

i)Modifications to Multifamily Loan and Security Agreement (Cross-Default and Cross-Collateralization: Single Note) (6204); and

ii)Modifications to Multifamily Security Instrument (Cross-Default and Cross-Collateralization: Single Note) (6306).

b)For Mortgage Loans that are cross-defaulted and cross-collateralized and are evidenced by separate Notes:

i)Modifications to Multifamily Loan and Security Agreement (Cross-Default and Cross-Collateralization: Multi-Note) (6203); and