Chapter 17

Structured Transactions

Section 1701

Description

Requirements

Structured Transactions consist of 1 or more Mortgage LoansMortgage LoansMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents or a mortgage debt obligation with a Fannie Mae credit enhancement. governed by a master agreement, regardless of individual loan size or cross-collateralization.

There are 2 types of Structured Transactions:  Credit FacilitiesCredit FacilitiesStructured Transaction that is governed by a Master Credit Facility Agreement, and includes cross-collateralized and cross-defaulted Mortgage Loans and Properties. and Bulk DeliveriesBulk DeliveriesStructured Transaction that: is governed by a Bulk Delivery Agreement; and includes the ability to add Mortgage Loans in the future, or substitute a new Property for an existing Property as collateral. .  The terms for each Structured Transaction vary and are negotiated based on the specific PropertiesPropertiesMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). and SponsorSponsorPrincipal equity owner and/or primary decision maker of the Borrower (often the Key Principal or the Person Controlling the Key Principal). needs.

Section 1702

Credit Facilities

Requirements

A Credit FacilityCredit FacilityStructured Transaction that is governed by a Master Credit Facility Agreement, and includes cross-collateralized and cross-defaulted Mortgage Loans and Properties. is a Structured Transaction that

  • is governed by a Master Credit Facility AgreementMaster Credit Facility AgreementAgreement evidencing the terms and conditions of a Credit Facility. , and
  • includes cross-collateralized and cross-defaulted Mortgage LoansMortgage LoansMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents or a mortgage debt obligation with a Fannie Mae credit enhancement. and PropertiesPropertiesMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). .

Guidance

A Credit FacilityCredit FacilityStructured Transaction that is governed by a Master Credit Facility Agreement, and includes cross-collateralized and cross-defaulted Mortgage Loans and Properties. may also include:

  • variable rate debt, fixed rate debt, or a combination of both;
  • varied loan maturities and repayment terms;
  • the ability to increase borrowing based on
    • increases in the aggregate DSCRDSCROn an annual basis or any specified period, the ratio of Net Cash Flow to the total of:  principal, interest, and required Mezzanine Financing or Hard Preferred Equity payments. , and
    • decreases in the aggregate LTVLTVRatio of the actual aggregate UPB of the Mortgage Loan, plus any Pre-Existing Mortgage Loans, plus any Hard Preferred Equity, plus any Mezzanine Financing, to the value of the Property, expressed as a percentage.   of the PropertiesPropertiesMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). ;
  • the ability to increase the amount of the Credit FacilityCredit FacilityStructured Transaction that is governed by a Master Credit Facility Agreement, and includes cross-collateralized and cross-defaulted Mortgage Loans and Properties. by delivering additional PropertiesPropertiesMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). as collateral; or
  • collateral substitutions and releases.

Requirements

Product Description
Minimum Transaction Size $100 million.
Property Ownership All BorrowersBorrowersPerson who is the obligor per the Note. must be ControlledControlledPossessing, directly or indirectly, the power to direct or cause the management and operations of an entity (e.g., through the ownership of voting securities or other ownership interests, or by contract). by the same SponsorSponsorPrincipal equity owner and/or primary decision maker of the Borrower (often the Key Principal or the Person Controlling the Key Principal). .
Fannie Mae Due Diligence Fee

$1,500 for each PropertyPropertyMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code).

 

  • in the initial Credit FacilityCredit FacilityStructured Transaction that is governed by a Master Credit Facility Agreement, and includes cross-collateralized and cross-defaulted Mortgage Loans and Properties. , and
  • added or substituted post-closing.

Operating Procedures

Credit FacilitiesCredit FacilitiesStructured Transaction that is governed by a Master Credit Facility Agreement, and includes cross-collateralized and cross-defaulted Mortgage Loans and Properties. require intensive Fannie Mae involvement, including the assignment of an in-house legal lead who will direct outside counsel services. 

Fannie Mae will engage outside counsel at your expense to prepare all related documentation.

You may require the BorrowerBorrowerPerson who is the obligor per the Note. to

  • pay these legal fees and expenses, and
  • fund a deposit for their payment.
Section 1703

Bulk Deliveries

Requirements

A Bulk DeliveryBulk DeliveryStructured Transaction that: is governed by a Bulk Delivery Agreement; and includes the ability to add Mortgage Loans in the future, or substitute a new Property for an existing Property as collateral. is a Structured Transaction that:

  • consists of multiple single-asset MBS Mortgage LoansMBS Mortgage LoansMortgage Loan purchased by Fannie Mae in exchange for an issued MBS backed by the Mortgage Loan. with the same SponsorSponsorPrincipal equity owner and/or primary decision maker of the Borrower (often the Key Principal or the Person Controlling the Key Principal). that are governed by a Bulk Delivery Agreement; and
  • includes the ability to
    • add Mortgage LoansMortgage LoansMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents or a mortgage debt obligation with a Fannie Mae credit enhancement. in the future, or
    • substitute a new PropertyPropertyMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). for an existing PropertyPropertyMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). as collateral.
Product Description
Minimum Transaction Size

Equals:

 

  • $100 million;
  • $75 million with at least 3 PropertiesPropertiesMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). ; or
  • $55 million with at least 6 PropertiesPropertiesMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). .
Loss Sharing Must be the same for all Mortgage LoansMortgage LoansMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents or a mortgage debt obligation with a Fannie Mae credit enhancement. , regardless of when they are added to the Bulk DeliveryBulk DeliveryStructured Transaction that: is governed by a Bulk Delivery Agreement; and includes the ability to add Mortgage Loans in the future, or substitute a new Property for an existing Property as collateral. .
Loan Structure
  • Each PropertyPropertyMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). collateralizes 1 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. .
  • All Mortgage LoansMortgage LoansMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents or a mortgage debt obligation with a Fannie Mae credit enhancement. are uncrossed.
Property Ownership All BorrowersBorrowersPerson who is the obligor per the Note. must be ControlledControlledPossessing, directly or indirectly, the power to direct or cause the management and operations of an entity (e.g., through the ownership of voting securities or other ownership interests, or by contract). by the same SponsorSponsorPrincipal equity owner and/or primary decision maker of the Borrower (often the Key Principal or the Person Controlling the Key Principal). .
Fannie Mae Due Diligence Fee $1,500 for each PropertyPropertyMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). added or substituted after the Bulk Delivery Agreement effective date. 
Additions PropertiesPropertiesMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). may be added for up to 3 years after the Bulk Delivery Agreement effective date.
Substitutions
  • Each 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. may only have 1 PropertyPropertyMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). substitution.
  • PropertiesPropertiesMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). must be:
    • simultaneously released and added; and
    • substituted only after the first Loan YearLoan YearPeriod beginning on the date of the Note and ending on the last day of the month that is 12 full months after the date of the Note, and each successive 12-month period thereafter. until 1 year before the Maturity DateMaturity DateDate all amounts due and owing under the Mortgage Loan become fully due and payable per the Loan Documents. .
Substitution Test

A PropertyPropertyMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). may be substituted if the substitute Property'sProperty'sMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code). :

 

  • DSCRDSCROn an annual basis or any specified period, the ratio of Net Cash Flow to the total of:  principal, interest, and required Mezzanine Financing or Hard Preferred Equity payments. is at least the greater of the released Property'sProperty'sMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code).
    • original DSCRDSCROn an annual basis or any specified period, the ratio of Net Cash Flow to the total of:  principal, interest, and required Mezzanine Financing or Hard Preferred Equity payments. , or
    • DSCRDSCROn an annual basis or any specified period, the ratio of Net Cash Flow to the total of:  principal, interest, and required Mezzanine Financing or Hard Preferred Equity payments. immediately before the release; and
  • LTVLTVRatio of the actual aggregate UPB of the Mortgage Loan, plus any Pre-Existing Mortgage Loans, plus any Hard Preferred Equity, plus any Mezzanine Financing, to the value of the Property, expressed as a percentage.  does not exceed the lesser of the released Property'sProperty'sMultifamily residential property securing the Mortgage Loan and including the land (or Leasehold interest in land), Improvements, and personal property (as defined in the Uniform Commercial Code).
    • original LTVLTVRatio of the actual aggregate UPB of the Mortgage Loan, plus any Pre-Existing Mortgage Loans, plus any Hard Preferred Equity, plus any Mezzanine Financing, to the value of the Property, expressed as a percentage.  , or
    • LTVLTVRatio of the actual aggregate UPB of the Mortgage Loan, plus any Pre-Existing Mortgage Loans, plus any Hard Preferred Equity, plus any Mezzanine Financing, to the value of the Property, expressed as a percentage.  immediately before the release. 
Substitution Fee

On or before the release date, you must collect a fee 

 

  • that will be equally shared between you and Fannie Mae, and
  • equals the greater of
    • 50 bps multiplied by the Mortgage Loan'sMortgage Loan'sMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents or a mortgage debt obligation with a Fannie Mae credit enhancement. current UPBUPBUnpaid Principal Balance , or
    • $50,000.
Releases

Occur when 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

 

  • fully repaid, or
  • assumed.
MBS Disclosure All Mortgage LoansMortgage LoansMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents or a mortgage debt obligation with a Fannie Mae credit enhancement. must have Additional DisclosureAdditional DisclosureInformation you provide that is published as an addendum to the disclosure documents when an MBS is issued and describes special Security, Mortgage Loan, or Property characteristics or terms that differ from those described in the standard Multifamily MBS Prospectus. .
Supplemental Mortgage Loans Mortgage LoansMortgage LoansMortgage debt obligation evidenced, or when made will be evidenced, by the Loan Documents or a mortgage debt obligation with a Fannie Mae credit enhancement. are eligible for Supplemental Mortgage LoansSupplemental Mortgage LoansMortgage Loan purchased by Fannie Mae that is subordinated to, and has a Mortgage Loan Origination Date after, the Senior Mortgage Loan that is also owned by Fannie Mae. .
Assumptions
  • A Bulk DeliveryBulk DeliveryStructured Transaction that: is governed by a Bulk Delivery Agreement; and includes the ability to add Mortgage Loans in the future, or substitute a new Property for an existing Property as collateral. may be assumed in its entirety.
  • Each 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. may only be assumed after it is released from the Bulk DeliveryBulk DeliveryStructured Transaction that: is governed by a Bulk Delivery Agreement; and includes the ability to add Mortgage Loans in the future, or substitute a new Property for an existing Property as collateral. .

Operating Procedures

You must use

  • the Bulk Delivery Agreement, and
  • Fannie Mae's Loan DocumentsLoan DocumentsAll documents evidencing, securing, or guaranteeing the debt obligation executed for a Mortgage Loan and approved by Fannie Mae. .

Fannie Mae may engage outside counsel at your expense to prepare the Bulk Delivery Agreement or Loan DocumentsLoan DocumentsAll documents evidencing, securing, or guaranteeing the debt obligation executed for a Mortgage Loan and approved by Fannie Mae. .

You may require the BorrowerBorrowerPerson who is the obligor per the Note. to

  • pay these legal fees, and
  • fund a deposit for their payment.