Preferred EquityPreferred EquityA direct or indirect investment in the Borrower, for which the organizational documents provide that equity investor with: an asset management fee or other fee before dividends, distributions, payments, or returns are paid to the investors; or preferred or unequal rights to receive… structure in the BorrowerBorrowerPerson who is the obligor per the Note. including the Preferred EquityPreferred EquityA direct or indirect investment in the Borrower, for which the organizational documents provide that equity investor with: an asset management fee or other fee before dividends, distributions, payments, or returns are paid to the investors; or preferred or unequal rights to receive… investor's right to a Control TakeoverControl TakeoverRight of an equity investor in the Borrower to, directly or indirectly, in violation of the Loan Agreement: change Control of the Borrower, Key Principal, or Guarantor; or effect a transfer of any direct or indirect ownership interest in the Borrower, Key Principal, or Guarantor. while the 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. is outstanding if the Preferred EquityPreferred EquityA direct or indirect investment in the Borrower, for which the organizational documents provide that equity investor with: an asset management fee or other fee before dividends, distributions, payments, or returns are paid to the investors; or preferred or unequal rights to receive… investor fails to receive returns required to be paid regardless of:

• available Excess Net Cash FlowExcess Net Cash FlowFor any specified period, the Net Cash Flow remaining after subtracting, in order of priority: first, all amounts due and owing on the Mortgage Loan, including: principal and interest; and any other funding obligations per the Loan Documents;  second, any payments due on any…; or
• whether 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). yields Net Cash FlowNet Cash FlowAt underwriting or for any specified period, the amount calculated per Part II, Chapter 2: Valuation and Income, Section 203: Income Analysis and the applicable products and features in Part III. sufficient to pay the returns.