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Multifamily Lender Memo 11-03

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Multifamily Lender Memo 11-03 Powered By Docstoc
					                                                             Multifamily Legal

                                                        2011 Multifamily Loan
                                                             Documents

Date:           June 2, 2011

To:             Fannie Mae Multifamily Lenders

From:           Brian S. McEvoy, Associate General Counsel

Subject:        Lender Memo 11-03 | 2011 Multifamily Loan Documents



                                       Highlights
        Fannie Mae announces additional guidance on the use of the 2011 Multifamily Loan
        Documents




As you know, use of the new 2011 Multifamily Loan Documents is required for Mortgage Loans
committed on and after June 1, 2011. To aid in the transition, we have prepared additional
guidance regarding the loan documentation requirements for the various interest rate types,
asset classes, special product features and execution types. Please see Exhibit A attached
hereto for such guidance. Should you have any questions regarding the loan documentation
requirements, please feel free to contact either of the individuals identified below.

In addition, eFannieMae.com is undergoing changes that will improve ease of use and
functionality. A new page is being developed under the 2011 Loan Documents page to map
certain of the new 2011 Multifamily Loan Documents with their respective asset class, product
feature or execution type. We expect these enhancements to be available later this month.
Further, included with the transmittal e-mail accompanying this Lender Memo is a revised
Mortgage Loan Delivery Package Table of Contents, Form 6502, revising and clarifying certain
delivery requirements.

Special Disclosure

Please keep in mind that until otherwise notified, Lenders are required to flag for Special
Disclosure any Mortgage Loan that utilizes the new 2011 Multifamily Loan Documents, even for
Mortgage Loans committed after June 1, 2011. This is a Special Disclosure requirement for
operational purposes only, to insure that the correct MBS disclosure is issued for the related
MBS. Lenders do not need to treat the MBS as Special Disclosure MBS when marketing the
MBS to investors (provided Special Disclosure is not otherwise required). To the extent the pre-
2011 Multifamily Loan Documents are used (even if on a waiver basis), there is no requirement
to flag the Mortgage Loan for Special Disclosure until advised otherwise.


Lender Memo 11-03                          1                                             06/02/11
Effective Date

This Lender Memo is effective immediately.

Questions

Questions about this Lender Memo may be addressed to:
Brian S. McEvoy at (202) 752-7594 or brian_s_mcevoy@fanniemae.com, or
Gary K. Fordyce at (202) 752-8265 or gary_k_fordyce@fanniemae.com.




Lender Memo 11-03                            2                          06/02/11
                                     EXHIBIT A

                       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 Property with 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).




Lender Memo 11-03                        3                                   06/02/11
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).




Lender Memo 11-03                          4                                   06/02/11
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



Lender Memo 11-03                          5                                    06/02/11
        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).




Lender Memo 11-03                          6                                   06/02/11
3)    Choice Refinance:
       a)     Modifications to Multifamily Security Instrument (Security of Choice
              Refinance ERL Obligations) (6301); and
       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
             ii)     Modifications to Multifamily Security Instrument (Cross-Default
                     and Cross-Collateralization: Multi-Note) (6305).

7)    Defeasance:
       a)    Choose only the applicable one:
             i)      Schedule 4 to Multifamily Loan and Security Agreement
                     (Prepayment Premium Schedule – Original Defeasance)
                     (6104.12); or
             ii)     Schedule 4 to Multifamily Loan and Security Agreement
                     (Prepayment Premium Schedule – Alternative Defeasance)
                     (6104.13); and
       b)    Modifications to Multifamily Loan and Security Agreement (Defeasance)
             (6207).

        The following Loan Documents are required at defeasance:

        c)      Defeasance and Assumption Agreement (6423);
        d)      Defeasance Pledge Agreement (6424); and


Lender Memo 11-03                         7                                    06/02/11
        e)      Opinion of Borrower’s Counsel on Defeasance of Mortgage Loan with
                Enforceability Opinion (6425);

8)      DUS ERL: Choose only the applicable one:
        a)   Fannie Mae Cash Early Rate Lock Borrower Certification (Preliminary
             Underwriting Prior to Rate Lock) (6427);
        b)   Fannie Mae Cash Early Rate Lock Borrower Certification (Full
             Underwriting Prior to Rate Lock) (6428);
        c)   MBS/Fannie Mae Early Rate Lock Borrower Certification (Preliminary
             Underwriting Prior to Rate Lock) (6429); or
        d)   MBS/Fannie Mae Early Rate Lock Borrower Certification (Full
             Underwriting Prior to Rate Lock) (6430).

9)      FHA Risk Sharing Mortgage Loans:
        a)    Modifications to Multifamily Loan and Security Agreement – Schedule 2
              Addenda – Summary of Loan Terms (FHA Risk Sharing Loans)
              (6102.14);
        b)    Modifications to Multifamily Loan and Security Agreement (FHA Risk
              Sharing Loans) (6205); and
        c)    Borrower’s Certificate (Multifamily Affordable Housing/FHA Risk Sharing
              Loans) (6410).

10)     Ground Lease:
        a)   Modifications to Multifamily Loan and Security Agreement (Ground Lease
             Defaults) (6206); and
        b)   Modifications to Multifamily Security Instrument (Ground Lease
             Provisions) (6308).

11)     HAP Contracts (Section 8):
        a)   Modifications to Multifamily Loan and Security Agreement – Schedule 2
             Addenda – Summary of Loan Terms (Section 8 HAP Contract) (6102.02);
        b)   Modifications to Multifamily Loan and Security Agreement (Section 8 HAP
             Contract) (6216);
        c)   Choose only the applicable one:
             i)     Assignment of Housing Assistance Payments Contract (6403); or
             ii)    Assignment of Housing Assistance Payments Contract (Credit
                    Enhancements) (6404); and
        d)   Choose only the applicable one:
             i)     Consent to Assignment of HAP Contract to Fannie Mae as
                    Security for Fannie Mae Credit Enhancement (6411); or
             ii)    Consent to Assignment of Housing Assistance Payments (HAP)
                    Agreement (6412).

        When a Rent Restabilization Reserve is required, the following Loan Documents
        shall be used:

        e)      Modifications to Multifamily Loan and Security Agreement – Schedule 2
                Addenda – Summary of Loan Terms (Rent Restabilization) (6102.18);
                and
        f)      Modifications to Multifamily Loan and Security Agreement (Rent
                Restabilization) (6233).


Lender Memo 11-03                          8                                   06/02/11
12)     Manufactured Housing:
        a)    Modifications to Multifamily Loan and Security Agreement – Schedule 2
              Addenda – Summary of Loan Terms (Manufactured Housing Community)
              (6102.01);
        b)    Modifications to Multifamily Loan and Security Agreement (Manufactured
              Housing Community) (6208);
        c)    Modifications to Multifamily Security Instrument (Manufactured Housing
              Community) (6307);
        d)    UCC Financing Statements (UCC-1s) and Assignments of UCC
              Financing Statements (UCC-3s) – with Schedule A to UCC Financing
              Statement (Manufactured Housing) (6434); and
        e)    Opinion of Borrower’s Counsel on origination of Manufactured Housing
              Community Mortgage Loan with Enforceability Opinion (6435).

        When a Seasonal Working Capital Reserve is required, the following Loan
        Document shall be used:

        f)      Seasonal Working Capital Reserve Fund and Security Agreement
                (Manufactured Housing Community) (6433).

13)     Maryland IDOT Mortgage Loans:
        a)    In lieu of the Loan Agreement specified in Section I above, use
              Multifamily Mortgage Loan and Security Agreement (Non-Recourse)
              (Maryland IDOT) (6001.NR.IDOT) (the “MD IDOT Loan Agreement”);
        b)    In lieu of the Schedule 1’s identified in Section II above, use one of the
              following, as applicable:
              i)      Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – Fixed Rate) (Maryland
                      IDOT) (6101.FR.IDOT);
              ii)     Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – Fixed+1) (Maryland
                      IDOT) (6101.F+1.IDOT);
              iii)    Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – ARM) (Maryland IDOT)
                      (6101.ARM.IDOT);
              iv)     Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – SARM) (Maryland
                      IDOT) (6101.SARM.IDOT); or
              v)      Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – HYARM) (Maryland
                      IDOT) (6101.HYARM.IDOT)
        c)    In lieu of the Schedule 2’s identified in Section II above, use one of the
              following, as applicable):
              i)      Schedule 2 to Multifamily Loan and Security Agreement –
                      Summary of Loan Terms (Interest Rate Type – Fixed Rate)
                      (Maryland IDOT) (6102.FR.IDOT);
              ii)     Schedule 2 to Multifamily Loan and Security Agreement –
                      Summary of Loan Terms (Interest Rate Type – Fixed +1)
                      (Maryland IDOT) (6102.F+1.IDOT);



Lender Memo 11-03                          9                                     06/02/11
                iii)   Schedule 2 to Multifamily Loan and Security Agreement –
                       Summary of Loan Terms (Interest Rate Type – ARM) (Maryland
                       IDOT) (6102.ARM.IDOT);
                iv)    Schedule 2 to Multifamily Loan and Security Agreement –
                       Summary of Loan Terms (Interest Rate Type – SARM) (Maryland
                       IDOT) (6102.SARM.IDOT); or
                v)     Schedule 2 to Multifamily Loan and Security Agreement –
                       Summary of Loan Terms (Interest Rate Type – HYARM)
                       (Maryland IDOT) (6102.HYARM.IDOT);
        d)      Schedules 3 – 7 to the MD IDOT Loan Agreement are as otherwise
                required for the Loan Agreement (with Schedules 5 – 7 embedded in the
                MD IDOT Loan Agreement);
        e)      Multifamily Note (Maryland IDOT) (6010.IDOT);
        f)      IDOT Guaranty (Maryland IDOT) (6020.IDOT);
        g)      Multifamily Security Instrument (Maryland IDOT) (6025.MD.IDOT);
        h)      Environmental Indemnity Agreement (Maryland IDOT) (6085.IDOT);
        i)      Assignment of Collateral Agreements and Other Loan Documents
                (Maryland IDOT) (6402.IDOT);
        j)      Opinion of Borrower’s Counsel on Origination of Maryland Indemnity
                Deed of Trust Loan with Enforceability Opinion (Maryland IDOT)
                (6451.IDOT); and
        k)      UCC Financing Statements (UCC-1s) and Assignments of UCC
                Financing Statements (UCC-3s) – with Schedule A to UCC Financing
                Statement (Maryland IDOT) (6452.IDOT).

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

        l)      Guaranty of Non-Recourse Obligations (Maryland IDOT) (6015.IDOT);
        m)      Assignment of Management Agreement (Maryland IDOT) (6405.IDOT);
        n)      Modifications to Multifamily Loan and Security Agreement (Replacement
                Reserve – Partially or Fully Waived) (Maryland IDOT) (6220.IDOT);
                and/or
        o)      Modifications to Multifamily Loan and Security Agreement (Replacement
                Reserve – Alternate Funding) (Maryland IDOT) (6221.IDOT).

14)     Mezzanine Loan Financing:
        a)    Modifications to Multifamily Loan and Security Agreement – Schedule 2
              Addenda – Summary of Loan Terms (Mezzanine Financing) (6102.10);
        b)    Modifications to Multifamily Loan and Security Agreement (Mezzanine)
              (6209); and
        c)    Mezzanine Lender Certification (Mezz) (6439).

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

        d)      Completion Guaranty (Mezzanine) (6437);
        e)      CI Mezz Acknowledgment and Waiver [Mortgage Loan with Loss Sharing]
                (Mezzanine Financing) (6438) (CI Mezz only, and only if Lender retains
                loss sharing); and/or
        f)      Intercreditor Agreement (6440) (DLA Mezz only).




Lender Memo 11-03                          10                                  06/02/11
15)     Recourse Mortgage Loans:
        a)    In lieu of the Loan Agreement specified in Section I above, use
              Multifamily Mortgage Loan and Security Agreement (Recourse) (6001.R).

16)     Refi Plus:
        a)     To be delivered with the Supplemental Mortgage Loan:
               i)     Modifications to Multifamily Loan and Security Agreement –
                      Schedule 2 Addenda – Summary of Loan Terms (Supplemental
                      Lien – Refi Plus – Senior Loan Terms) (6102.08);
               ii)    Modifications to Multifamily Loan and Security Agreement
                      (Supplemental Lien – Refi Plus – Senior Loan Terms) (6201);
               iii)   Modifications to Multifamily Security Instrument (Supplemental
                      Lien – Refi Plus – Senior Loan Terms) (6303);
               iv)    Modifications to Security Instrument (Security of Refi Plus
                      Commitment Obligations) (6416); and
               v)     Cash Early Rate Lock Borrower Certification (Refi Plus) (6417).

        b)      To be delivered with the Refinance Mortgage Loan:
                i)     Modifications to Multifamily Loan and Security Agreement (First
                       Lien – Permitted Subordinate Debt with Cross Default) (6212);
                       and
                ii)    Modifications to Multifamily Security Instrument (First Lien –
                       Permitted Subordinate Debt with Cross-Default) (6314).

17)     Seniors Housing:
        a)    In lieu of the Loan Agreement specified in Section I above, use
              Multifamily Loan and Security Agreement (Non-Recourse) (Seniors
              Housing) (6001.NR.SRS) (the “Seniors Loan Agreement”);
        b)    In lieu of the Schedule 1’s identified in Section II above, use one of the
              following, as applicable:
              i)      Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – Fixed Rate) (Seniors
                      Housing) (6101.FR.SRS);
              ii)     Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – Fixed+1) (Seniors
                      Housing) (6101.F+1.SRS);
              iii)    Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – ARM) (Seniors
                      Housing) (6101.ARM.SRS);
              iv)     Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – SARM) (Seniors
                      Housing) (6101.SARM.SRS); or
              v)      Schedule 1 to Multifamily Loan and Security Agreement –
                      Definitions Schedule (Interest Rate Type – HYARM) (Seniors
                      Housing) (6101.HYARM.SRS);
        c)    In lieu of the Schedule 2’s identified in Section II above, use one of the
              following, as applicable:
              i)      Schedule 2 to Multifamily Loan and Security Agreement –
                      Summary of Loan Terms (Interest Rate Type – Fixed Rate)
                      (Seniors Housing) (6102.FR.SRS);



Lender Memo 11-03                          11                                    06/02/11
                ii)    Schedule 2 to Multifamily Loan and Security Agreement –
                       Summary of Loan Terms (Interest Rate Type – Fixed+1) (Seniors
                       Housing) (6102.F+1.SRS);
                iii)   Schedule 2 to Multifamily Loan and Security Agreement –
                       Summary of Loan Terms (Interest Rate Type – ARM) (Seniors
                       Housing) (6102.ARM.SRS);
                iv)    Schedule 2 to Multifamily Loan and Security Agreement –
                       Summary of Loan Terms (Interest Rate Type – SARM) (Seniors
                       Housing) (6102.SARM.SRS); or
                v)     Schedule 2 to Multifamily Loan and Security Agreement –
                       Summary of Loan Terms (Interest Rate Type – HYARM) (Seniors
                       Housing) (6102.HYARM.SRS);
        d)      Schedules 3 – 7 to the Seniors Loan Agreement are as otherwise
                required for the Loan Agreement (with Schedules 5 – 7 embedded in the
                Seniors Loan Agreement);
        e)      Modifications to Multifamily Security Instrument (Seniors Housing)
                (6310.SRS);
        f)      Subordination, Assignment and Security Agreement (Borrower and
                Property Operator) (Seniors Housing) (6446.SRS);
        g)      UCC Financing Statements (UCC-1s) and Assignments of UCC
                Financing Statements (UCC-3s) – with Schedule A to UCC Financing
                Statement – Borrower (Seniors Housing) (6449.SRS.Borrower);
        h)      UCC Financing Statements (UCC-1s) and Assignments of UCC
                Financing Statements (UCC-3s) – with Schedule A to UCC Financing
                Statement – Property Operator (Seniors Housing) (6449.SRS.Operator);
                and
        i)      Opinion of Borrower’s Counsel on Origination of Mortgage Loan Opinion
                (Seniors Housing Licensing) (6450.SRS).

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

        j)      Depositary Agreement (Seniors Housing) (6447.SRS); and/or
        k)      Medicaid Transition Reserve and Security Agreement (Seniors Housing)
                (6448.SRS).




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18)     Supplemental Mortgage Loans:
        a)    Modifications to Multifamily Loan and Security Agreement – Schedule 2
              Addenda – Summary of Loan Terms (Supplemental Lien – Senior Loan
              Terms) (6102.09);
        b)    Modifications to Multifamily Loan and Security Agreement (Supplemental
              Lien – Senior Loan Terms) (6211); and
        c)    Modifications to Multifamily Security Instrument (Supplemental Lien –
              Senior Loan Terms) (6313).

        If the Supplemental Mortgage Loan is originated contemporaneously with a
        senior Mortgage Loan, the following Loan Documents shall be required for the
        senior Mortgage Loan:

        d)      Modifications to Multifamily Loan and Security Agreement (First Lien –
                Permitted Subordinate Debt with Cross Default) (6212); and
        e)      Modifications to Multifamily Security Instrument (First Lien – Permitted
                Subordinate Debt with Cross-Default) (6314).

19)     Tax Credit Properties:
        a)    Modifications to Multifamily Loan and Security Agreement – Schedule 2
              Addenda – Summary of Loan Terms (Tax Credit Properties) (6102.03);
        b)    Modifications to Multifamily Loan and Security Agreement (Tax Credit
              Properties) (6219); and
        c)    Modifications to Multifamily Security Instrument (Tax Credit Properties)
              (6315).

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

1)      Achievement Agreement:
        a)    Achievement Agreement (6455).

2)      Quarterly Financial Reporting Waiver (Small Mortgage Loans):
        a)    Modifications to Multifamily Loan and Security Agreement (Quarterly
              Income and Expense Statement and Rent Roll - Exemption) (6214).

3)      Rehabilitation Reserves:




Lender Memo 11-03                          13                                    06/02/11
        a)      Modifications to Multifamily Loan and Security Agreement Schedule 2
                Addenda – Summary of Loan Terms (Rehabilitation Reserve) (6102.13);
                and
        b)      Modifications to Multifamily Loan and Security Agreement (Rehabilitation
                Reserve) (6222).

4)      Replacement Reserve Deposits:
        a)    For Replacement Reserve Deposits Partially or Fully Waived:
              i)      Modifications to Multifamily Loan and Security Agreement –
                      Schedule 2 Addenda – Summary of Loan Terms (Replacement
                      Reserve – Deposits Partially or Fully Waived) (6102.04); and
              ii)     Modifications to Multifamily Loan and Security Agreement
                      (Replacement Reserve – Partially or Fully Waived) (6220); or
        b)    For Alternate Funding of Replacement Reserve Deposits (at origination):
              i)      Modifications to Multifamily Loan and Security Agreement –
                      Schedule 2 Addenda – Summary of Loan Terms (Replacement
                      Reserve – Alternate Funding) (6102.05); and
              ii)     Modifications to Multifamily Loan and Security Agreement
                      (Replacement Reserve – Alternate Funding) (6221).

        For Alternate Funding of Replacement Reserve Deposits post-origination:

        a)      Modifications to Multifamily Loan and Security Agreement – Schedule 2
                Addenda – Summary of Loan Terms (Replacement Reserve – Alternate
                Funding) (6102.05); and
        b)      Amendment to Mortgage Loan and Security Agreement (Replacement
                Reserve Alternative Funding) (6454).

5)      Single Asset Entity Waiver:
        a)     Modifications to Multifamily Loan and Security Agreement (Single Asset
               Entity Waiver – Additional Assets Permitted) (6217); or
        b)     Modifications to Multifamily Loan and Security Agreement (Single Asset
               Entity Waiver) (6218).

6)      Subordinate Financing. For any Mortgage Loan secured by a Property with
        permitted non-Fannie Mae subordinate debt, choose only the applicable one:
        a)     Subordination Agreement (Conventional) (6414); or
        b)     Subordination Agreement (Affordable) (6456).

7)      SNDA’s:
        a)   Subordination, Non-Disturbance, and Attornment Agreement (6415).

8)      Tenant Estoppels:
        a)    Tenant’s Estoppel Certificate (6413).




Lender Memo 11-03                          14                                     06/02/11

				
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