Section 303

Key Principals, Principals, and Guarantors

Requirements

For every Mortgage LoanMortgage LoanMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents, or  a mortgage debt obligation with a Fannie Mae credit enhancement. , you must:

  • Identify and underwrite any GuarantorGuarantorKey Principal or other Person executing a Payment Guaranty, Non-Recourse Guaranty, or any other Mortgage Loan guaranty. and all Key PrincipalsKey PrincipalsAny Person who controls and/or manages the Borrower or the Property, is critical to the successful operation and management of the Borrower and the Property, and who may be required to provide a Guaranty. and PrincipalsPrincipalsPerson who owns or controls specified interests in the Borrower per Part I, Chapter 3: Borrower, Guarantor, Key Principals, and Principals, Section 303: Key Principals, Principals, and Guarantors. of the BorrowerBorrowerPerson who is the obligor per the Note. .  
  • Ensure the GuarantorGuarantorKey Principal or other Person executing a Payment Guaranty, Non-Recourse Guaranty, or any other Mortgage Loan guaranty.
    • is not a foreign person or a foreign entity, and
    • either has an ownership interest in the BorrowerBorrowerPerson who is the obligor per the Note. or ensure that the GuarantorGuarantorKey Principal or other Person executing a Payment Guaranty, Non-Recourse Guaranty, or any other Mortgage Loan guaranty. has adequate consideration to enter into the GuarantyGuarantyPayment Guaranty, Non-Recourse Guaranty, or other guaranty by a Guarantor for the Mortgage Loan. .

You must identify the PrincipalsPrincipalsPerson who owns or controls specified interests in the Borrower per Part I, Chapter 3: Borrower, Guarantor, Key Principals, and Principals, Section 303: Key Principals, Principals, and Guarantors. based on the aggregate of all direct and indirect ownership interests in the BorrowerBorrowerPerson who is the obligor per the Note. held per the following table.

If the Borrower is a...

Then a Principal is...

General Partnership or Joint Venture

any general partner or joint venturer.

Limited Partnership

all general partners and any PersonPersonLegal person, including an individual, estate, trust, corporation, partnership, limited liability company, financial institution, joint venture, association, or other organization or entity (whether governmental or private). who owns a 25% or more limited partnership interest.

Privately-Held Corporation

any PersonPersonLegal person, including an individual, estate, trust, corporation, partnership, limited liability company, financial institution, joint venture, association, or other organization or entity (whether governmental or private). who owns 25% or more of the voting stock.

Limited Liability Company

all non-member managers, member-managers, and any PersonPersonLegal person, including an individual, estate, trust, corporation, partnership, limited liability company, financial institution, joint venture, association, or other organization or entity (whether governmental or private). who owns a 25% or more membership interest.

Trust (other than a Land Trust)

the grantor (if the trust is a revocable trust or if the grantor or settlor has retained powers), any PersonPersonLegal person, including an individual, estate, trust, corporation, partnership, limited liability company, financial institution, joint venture, association, or other organization or entity (whether governmental or private). who has a 25% or more beneficial interest in the trust, and any trustee.

Land Trust

any PersonPersonLegal person, including an individual, estate, trust, corporation, partnership, limited liability company, financial institution, joint venture, association, or other organization or entity (whether governmental or private). who owns a 25% or more beneficial interest in the land trust.
303.01

Entity Review

Guidance

When you review an entity, consider the following questions:

  • Is it an existing entity (e.g., a corporation, limited liability company, limited liability partnership, or other acceptable structure) that is not newly formed?
  • Is it a well-capitalized, stable, on-going business that would be expected to:
    • Remain financially healthy?
    • Support the PropertyPropertyMultifamily residential real estate securing the Mortgage Loan, including the fee simple or Leasehold interest, Improvements, and personal property (per the Uniform Commercial Code). ?
    • Meet all GuarantorGuarantorKey Principal or other Person executing a Payment Guaranty, Non-Recourse Guaranty, or any other Mortgage Loan guaranty. requirements and obligations under the GuarantyGuarantyPayment Guaranty, Non-Recourse Guaranty, or other guaranty by a Guarantor for the Mortgage Loan. ?
    • Have assets and net worth that are significantly greater than what would be minimally acceptable for an individual Key PrincipalKey PrincipalAny Person who controls and/or manages the Borrower or the Property, is critical to the successful operation and management of the Borrower and the Property, and who may be required to provide a Guaranty. ?
303.02

Fund

Guidance

When you review a fund, consider the following questions:

  • What is the experience and performance history of the fund manager with similar funds?
  • Can the fund raise equity from financially substantial investors?
  • What is the performance of the fund?
  • What is the leverage level of the fund?
  • What is the net worth and liquidity of the fund?
  • What is the type and quality of
    • the PropertyPropertyMultifamily residential real estate securing the Mortgage Loan, including the fee simple or Leasehold interest, Improvements, and personal property (per the Uniform Commercial Code). and market,
    • other existing properties and markets, and
    • any potential additional properties and markets targeted by the fund pursuant to its agreements?

Additionally, you should review the organizational documents and private placement memorandum (if applicable) for the following information:

  • the fund’s expiration date;
  • any extension to the fund’s existence and conditions to approve that extension; and
  • the process for winding up the business affairs of the fund, including whether the fund is organized in a state that requires the orderly dissolution of investment funds, such as Delaware or Illinois.