Multifamily Mortgage Business Lender Memo 12-05

Multifamily Mortgage Business Lender Memo 12-05

Multifamily Mortgage Business Lender Memo 12-05

June 15, 2012

To:Fannie Mae Multifamily Lenders

From:Joanne Schehl, Vice President and Deputy General Counsel

Subject:Fannie Mae Multifamily Mortgage Business 6000 Series Form Loan Documents

HIGHLIGHTS
Fannie Mae announces the publication of new 6000 Series Multifamily Form Mortgage Loan Documents and revisions to certain of the previously published 6000 Series Multifamily Form Mortgage Loan Documents.

We are pleased to announce the publication of additional Fannie Mae 6000 Series Multifamily Form Mortgage Loan Documents (the Loan Documents). The newly published documents are:

  • Form 6406 - Assumption and Release Agreement;
  • Form 6407 - Assumption and Release Agreement (Guarantor Transfer); and
  • Form 6235 - Modifications to Loan Agreement (ERISA Plan).

We are also revising many of the Loan Documents published in 2011 based on our on-going review of the Loan Documents, comments received and our analysis of waivers in Deal Management. Please see Exhibit A attached to this Lender Memo for the complete list of the Loan Documents that have been revised. Both the newly published Loan Documents and the revised Loan Documents are now available on the 2011 Loan Documents page on eFannieMae.com. Redlined versions of the revised Loan Documents are available via the links next to each document listed on Exhibit A.

Notable changes to the Loan Documents include:

  • The representations, warranties and covenants in the Loan Agreement relating to Principals have been eliminated.
  • The non-recourse carve-out provisions in the Loan Agreement have been revised to better allocate between full recourse and loss recourse events.
  • Various representations, warranties and covenants relating to the status and organization of the Borrower, the Guarantor or the Key Principal have been narrowed in scope. The ERISA provisions have been streamlined and the Form 6235 referred to above has been developed for instances where ERISA plans exist.
  • The reporting requirements in the Loan Agreement and provisions providing for the Lender’s right to audit the Borrower’s books and records have been clarified.
  • The prohibition on mezzanine financing has been moved from the Security Instrument to the Transfers section in the Loan Agreement.
  • Usage of references to the continuation of the occurrence of an Event of Default in the Loan Agreement and throughout the other Loan Documents has been made consistent.
  • Certain definitions in the Environmental Indemnity Agreement have been made more precise, the application of the representations and covenants has been clarified, and the indemnification obligations limited after the repayment of the Mortgage Loan.

The changes and revisions to the other Loan Documents are ministerial, conforming or corrective as necessary. Please refer to the redlined versions for complete details on the revisions to each loan document.

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 most recently updated in Lender Memo 11-06. Please see Exhibit B attached hereto for such updated guidance. This Lender Memo supersedes Lender Memo 11-06.

Effective Date

The new and revised Loan Documents listed in this Lender Memo may be used immediately. Usage is mandatory in connection with all Mortgage Loans committed from and after August 1, 2012.

Questions

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

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

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

EXHIBIT A

REVISED 2011 MULTIFAMILY FORM MORTGAGE LOAN DOCUMENTS

  • Form 6001.NR - Multifamily Loan and Security Agreement (Non-Recourse)

REDLINE 6001.NR

  • Form 6001.R - Multifamily Loan and Security Agreement (Recourse)

REDLINE 6001.R

  • Form 6001.NR.SRS - Multifamily Loan and Security Agreement (Non-Recourse) (Seniors Housing)

REDLINE 6001.NR.SRS

  • Form 6001.NR.IDOT - Multifamily Loan and Security Agreement (Non-Recourse) (Maryland IDOT)

REDLINE 6001.NR.IDOT

  • Form 6010 - Multifamily Mortgage Short Form Note

REDLINE 6010

  • Form 6010.AR.MD - Amended and Restated Multifamily Note (Maryland)

REDLINE 6010.AR.MD

  • Form 6010.CAR.FL – Consolidated, Amended and Restated Multifamily Note (Florida)

REDLINE 6010.CAR.FL

  • Form 6010.IDOT - Multifamily Note (Maryland IDOT)

REDLINE 6010.IDOT

  • Form 6015 – Multifamily Guaranty of Non-Recourse Obligations

REDLINE 6015

  • Form 6015.IDOT - Multifamily Guaranty of Non-Recourse Obligations (Maryland IDOT)

REDLINE 6015.IDOT

  • Form 6020 - Guaranty (Payment)

REDLINE 6020

  • Form 6020.IDOT - Guaranty (Payment) (Maryland IDOT)

REDLINE 6020.IDOT

  • Form 6085 - Environmental Indemnity Agreement

REDLINE 6085

  • Form 6085.IDOT - Environmental Indemnity Agreement (Maryland IDOT)

REDLINE 6085.IDOT

  • Form 6025.AK - Multifamily Security Instrument (Alaska Deed of Trust)

REDLINE 6025.AK

  • Form 6025.AL - Multifamily Security Instrument (Alabama Mortgage)

REDLINE 6025.AL

  • Form 6025.AR - Multifamily Security Instrument (Arkansas Mortgage)

REDLINE 6025.AR

  • Form 6025.AZ - Multifamily Security Instrument (Arizona Deed of Trust)

REDLINE 6025.AZ

  • Form 6025.CA - Multifamily Security Instrument (California Deed of Trust)

REDLINE 6025.CA

  • Form 6025.CO - Multifamily Security Instrument (Colorado Deed of Trust)

REDLINE 6025.CO

  • Form 6025.CT - Multifamily Security Instrument (Connecticut Mortgage)

REDLINE 6025.CT

  • Form 6025.DC - Multifamily Security Instrument (District of Columbia Deed of Trust)

REDLINE 6025.DC

  • Form 6025.DE - Multifamily Security Instrument (Delaware Mortgage)

REDLINE 6025.DE

  • Form 6025.FL - Multifamily Security Instrument (Florida Mortgage)

REDLINE 6025.FL

  • Form 6025.FL.AR - Multifamily Security Instrument (Florida Consolidated, Amended and Restated Mortgage)

REDLINE 6025.FL.AR

  • Form 6025.GA - Multifamily Security Instrument (Georgia Deed to Secure Debt)

REDLINE 6025.GA

  • Form 6025.HI - Multifamily Security Instrument (Hawaii Mortgage)

REDLINE 6025.HI

  • Form 6025.IA - Multifamily Security Instrument (Iowa Mortgage)

REDLINE 6025.IA

  • Form 6025.ID - Multifamily Security Instrument (Idaho Deed of Trust)

REDLINE 6025.ID

  • Form 6025.IL - Multifamily Security Instrument (Illinois Mortgage)

REDLINE 6025.IL

  • Form 6025.IN - Multifamily Security Instrument (Indiana Mortgage)

REDLINE 6025.IN

  • Form 6025.KS - Multifamily Security Instrument (Kansas Mortgage)

REDLINE 6025.KS

  • Form 6025.KY - Multifamily Security Instrument (Kentucky Mortgage)

REDLINE 6025.KY

  • Form 6025.LA - Multifamily Security Instrument (Louisiana Mortgage)

REDLINE 6025.LA

  • Form 6025.MA - Multifamily Security Instrument (Massachusetts Mortgage)

REDLINE 6025.MA

  • Form 6025.MD - Multifamily Security Instrument (Maryland Deed of Trust)

REDLINE 6025.MD

  • Form 6025.MD.AR - Multifamily Security Instrument (Maryland Amended and Restated Deed of Trust)

REDLINE 6025.MD.AR

  • Form 6025.MD.IDOT - Multifamily Security Instrument (Maryland IDOT)

REDLINE 6025.MD.IDOT

  • Form 6025.ME - Multifamily Security Instrument (Maine Mortgage)

REDLINE 6025.ME

  • Form 6025.MI - Multifamily Security Instrument (Michigan Mortgage)

REDLINE 6025.MI

  • Form 6025.MN - Multifamily Security Instrument (Minnesota Mortgage)

REDLINE 6025.MN

  • Form 6025.MO - Multifamily Security Instrument (Missouri Deed of Trust)

REDLINE 6025.MO

  • Form 6025.MS - Multifamily Security Instrument (Mississippi Deed of Trust)

REDLINE 6025.MS

  • Form 6025.MT - Multifamily Security Instrument (Montana Deed of Trust)

REDLINE 6025.MT

  • Form 6025.NC - Multifamily Security Instrument (North Carolina Deed of Trust)

REDLINE 6025.NC

  • Form 6025.ND - Multifamily Security Instrument (North Dakota Mortgage)

REDLINE 6025.ND

  • Form 6025.NE - Multifamily Security Instrument (Nebraska Deed of Trust)

REDLINE 6025.NE

  • Form 6025.NH - Multifamily Security Instrument (New Hampshire Mortgage)

REDLINE 6025.NH

  • Form 6025.NJ - Multifamily Security Instrument (New Jersey Mortgage)

REDLINE 6025.NJ

  • Form 6025.NM - Multifamily Security Instrument (New Mexico Mortgage)

REDLINE 6025.NM

  • Form 6025.NV - Multifamily Security Instrument (Nevada Deed of Trust)

REDLINE 6025.NV

  • Form 6025.NY - Multifamily Security Instrument (New York Mortgage)

REDLINE 6025.NY

  • Form 6025.OH - Multifamily Security Instrument (Ohio Mortgage)

REDLINE 6025.OH

  • Form 6025.OK - Multifamily Security Instrument (Oklahoma Mortgage)

REDLINE 6025.OK

  • Form 6025.OR - Multifamily Security Instrument (Oregon Deed of Trust)

REDLINE 6025.OR

  • Form 6025.PA - Multifamily Security Instrument (Pennsylvania Mortgage)

REDLINE 6025.PA

  • Form 6025.RI - Multifamily Security Instrument (Rhode Island Mortgage)

REDLINE 6025.RI

  • Form 6025.SC- Multifamily Security Instrument (South Carolina Mortgage)

REDLINE 6025.SC

  • Form 6025.SD - Multifamily Security Instrument (South Dakota Mortgage)

REDLINE 6025.SD

  • Form 6025.TN - Multifamily Security Instrument (Tennessee Deed of Trust)

REDLINE 6025.TN

  • Form 6025.TX - Multifamily Security Instrument (Texas Deed of Trust)

REDLINE 6025.TX

  • Form 6025.UT - Multifamily Security Instrument (Utah Deed of Trust)

REDLINE 6025.UT

  • Form 6025.VA - Multifamily Security Instrument (Virginia Deed of Trust)

REDLINE 6025.VA

  • Form 6025.VT - Multifamily Security Instrument (Vermont Mortgage)

REDLINE 6025.VT

  • Form 6025.WA - Multifamily Security Instrument (Washington Deed of Trust)

REDLINE 6025.WA

  • Form 6025.WI - Multifamily Security Instrument (Wisconsin Mortgage)

REDLINE 6025.WI

  • Form 6025.WV - Multifamily Security Instrument (West Virginia Deed of Trust)

REDLINE 6025.WV

  • Form 6025.WY - Multifamily Security Instrument (Wyoming Mortgage)

REDLINE 6025.WY

  • Form 6101.FR – Schedule 1 to Loan Agreement - Definitions Schedule (Fixed Rate)

REDLINE 6101.FR

  • Form 6101.F+1 - Schedule 1 to Loan Agreement - Definitions Schedule (Fixed+1)

REDLINE 6101.F+1

  • Form 6101.ARM - Schedule 1 to Loan Agreement - Definitions Schedule (ARM)

REDLINE 6101.ARM

  • Form 6101.SARM - Schedule 1 to Loan Agreement - Definitions Schedule (SARM)

REDLINE 6101.SARM

  • Form 6101.HYARM - Schedule 1 to Loan Agreement - Definitions Schedule (HYARM)

REDLINE 6101.HYARM

  • Form 6101.FR.SRS – Schedule 1 to Loan Agreement - Definitions Schedule (Fixed Rate) (Seniors)

REDLINE 6101.FR.SRS

  • Form 6101.F+1.SRS - Schedule 1 to Loan Agreement - Definitions Schedule (Fixed+1) (Seniors)

REDLINE 6101.F+1.SRS

  • Form 6101.ARM.SRS - Schedule 1 to Loan Agreement - Definitions Schedule (ARM) (Seniors)

REDLINE 6101.ARM.SRS

  • Form 6101.SARM.SRS - Schedule 1 to Loan Agreement - Definitions Schedule (SARM) (Seniors)

REDLINE 6101.SARM.SRS

  • Form 6101.HYARM.SRS - Schedule 1 to Loan Agreement - Definitions Schedule (HYARM) (Seniors)

REDLINE 6101.HYARM.SRS

  • Form 6101.FR.IDOT – Schedule 1 to Loan Agreement - Definitions Schedule (Fixed Rate) (Maryland IDOT)

REDLINE 6101.FR.IDOT

  • Form 6101.F+1.IDOT - Schedule 1 to Loan Agreement - Definitions Schedule (Fixed+1) (Maryland IDOT)

REDLINE 6101.F+1.IDOT

  • Form 6101.ARM.IDOT - Schedule 1 to Loan Agreement - Definitions Schedule (ARM) (Maryland IDOT)

REDLINE 6101.ARM.IDOT

  • Form 6101.SARM.IDOT - Schedule 1 to Loan Agreement - Definitions Schedule (SARM) (Maryland IDOT)

REDLINE 6101.SARM.IDOT

  • Form 6101.HYARM.IDOT - Schedule 1 to Loan Agreement - Definitions Schedule (HYARM) (Maryland IDOT)

REDLINE 6101.HYARM.IDOT

  • Form 6102.SARM - Schedule 2 to Loan Agreement - Summary of Loan Terms (SARM)

REDLINE 6102.SARM

  • Form 6102.SARM.SRS - Schedule 2 to Loan Agreement - Summary of Loan Terms (SARM) (Seniors)

REDLINE 6102.SARM.SRS

  • Form 6102.SARM.IDOT - Schedule 2 to Loan Agreement - Summary of Loan Terms (SARM) (Maryland IDOT)

REDLINE 6102.SARM.IDOT

  • Form 6102.03 – Modifications to Loan Agreement – Schedule 2 Addenda – Summary of Loan Terms (Tax Credit Properties)

REDLINE 6102.03

  • Form 6207 – Modifications to Loan Agreement (Defeasance)

REDLINE 6207

  • Form 6208 - Modifications to Loan Agreement (Manufactured Housing Community)

REDLINE 6208

  • Form 6217 – Modifications to Loan Agreement (Single Asset Entity Waiver – Other Assets Permitted)

REDLINE 6217

  • Form 6218 – Modifications to Loan Agreement (Single Asset Entity Waiver)

REDLINE 6218

  • Form 6219 - Modifications to Loan Agreement (Tax Credit Properties )

REDLINE 6219

  • Form 6225 - Modifications to Loan Agreement (Conversion Option - SARM Loan)

REDLINE 6225

  • Form 6226 - Modifications to Loan Agreement (Conversion Option - ARM Loan)

REDLINE 6226

  • Form 6307 – Modifications to Security Instrument (Manufactured Housing Community)

REDLINE 6307

  • Form 6308 – Modifications to Security Instrument (Ground Lease Provisions)

REDLINE 6308

  • Form 6310.SRS – Modifications to Security Instrument (Seniors Housing)

REDLINE 6310.SRS

  • Form 6405 - Assignment of Management Agreement

REDLINE 6405

  • Form 6405.IDOT - Assignment of Management Agreement (Maryland IDOT)

REDLINE 6405.IDOT

  • Form 6423 - Defeasance Assignment and Assumption Agreement

REDLINE 6423

  • Form 6424 - Defeasance Pledge Agreement

REDLINE 6424

  • Form 6433 - Seasonal Working Capital Reserve Fund and Security Agreement (Manufactured Housing Community)

REDLINE 6433

  • Form 6446.SRS - Subordination, Assignment and Security Agreement (Borrower and Property Operator) (Seniors Housing)

REDLINE 6446.SRS

  • Form 6455 - Achievement Agreement

REDLINE 6455

  • Form 6461 - Assumption and Release Agreement (Full Property and Loan Assumption) (Pre-2011 Loan Documents)

REDLINE 6461

  • Form 6462 - Assumption and Release Agreement (Key Principal Transfer) (Pre-2011 Loan Documents)

REDLINE 6462

  • Form 6502 – Multifamily Mortgage Loan Table of Contents

REDLINE 6502

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:

A.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];

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

1.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 Multifamily Note (6010.CAR.FL) in lieu of the 6010 form; and/or

2.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;

C.Environmental Indemnity Agreement (6085) (the “Environmental Indemnity”);

D.Multifamily Security Instrument (6025 series) (the “Security Instrument”)

1.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;

2.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

3.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;

E.Assignment of Security Instrument;

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

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

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

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

I.Guaranty of Non-Recourse Obligations (6015) (the “Non-Recourse Guaranty”);

J.Guaranty (Payment) (6020) (the “Payment Guaranty”); and/or

K.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:

A.Fixed Rate

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

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

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

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

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

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

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

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

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

B.Fixed+1

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

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

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

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

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

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

C.ARM (1-Month and 3-Month LIBOR), including ARM 7/6

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

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

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

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

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

(b)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.A. below for additional Loan Documents required at conversion.

D.Structured ARM

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

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

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

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

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

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

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

6.(If required) Form of Opinion of Counsel to Issuer of Rate Cap Agreement (6444).

For Structured ARM Loans with a conversion option, see Section III.B. below for additional Loan Documents required at conversion.

E.Hybrid ARM

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

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

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

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