APRIL 2013 MULTIFAMILY LOAN DOCUMENT REVISIONS

Transcription

1 APRIL 2013 MULTIFAMILY LOAN DOCUMENT REVISIONS DOCUMENT SUBSTANTIVE CHANGES MADE LOAN AGREEMENT (CME, Portfolio, CME-Seniors and Portfolio-Seniors unless otherwise noted) Cover page Section External Rate Cap Reserve Sections 5.18(b) and 6.20(b) - ERISA (CME and CME- Section Fraudulent and Preference Section Purpose of Loan (Portfolio and Portfolio- Section 6.10(h)(ii) - Blanket Insurance; Master Program (CME and CME- Section 6.13(a)(xxiv) - Springing Member (CME only) Added loan amount; changed name of External Rate Cap Reserve to Rate Cap Agreement Reserve Retitled "Rate Cap Agreement Reserve" Clarified and updated. Added a representation that the Borrower is not a governmental plan Clarified the representation Added Supplemental Loan as a possible purpose Added missing word "equal" Revised to reflect the following points: If the springing member is an entity, it must be a corporation. The springing member need not be 100% owned by the Borrower. The springing member need not be an SPE. The same corporation can serve as a springing member for multiple Borrowers. Sections 7.02(e) (Prohibited s) and 7.03(c) (Conditionally Permitted ) Clarified applicability of sections to publicly-held funds and publicly-held REITs

2 Section Preapproved Intrafamily s (CME and Portfolio only) Section 7.05(b)(i) and (c)(i) - Continuing liability of Borrower and Guarantor following approved (CME and Portfolio only) Section 7.06 SPE Equity Owner Requirement Following Section 10.02(d)(iii)(A) - Securitization Indemnification (CME and CME- Section Defeasance (CME and CME- Eliminated the need to fill in a blank with the name of a Person required to retain a controlling interest following a Preapproved Intrafamily Clarified the scope of releases of Guarantor and Borrower following an approved Added a new section confirming continuing Borrower obligations with respect to an SPE Equity Owner Revised to clarify the definition of "Borrower Information" Explicitly exclude adjustable rate mortgages; conform style; clarify that Lender names Successor Borrower Definitions External Cap Agreement Reserve Fund Property Manager Reserve Fund Site Assessment (CME and Portfolio only) Successor Borrower (CME and CME- Changed to Rate Cap Agreement Reserve Fund Revised to include subsequent approved property managers - eliminates need for Amendment of Loan Agreement when property manager changes Updated to reflect new term "Rate Cap Agreement Reserve Fund" Updated Corrected cross-reference Revised to clarify that s include transfers of interest in DETs as well as in Borrower or the Mortgaged Property RIDERS TO LOAN AGREEMENTS Buy-Sell Add "which approval will not be unreasonably withheld" to Section (vi) to correspond to 6.09(d) of LA

3 Condominium Partially Owned (CME and Portfolio) Condominium 100% Owned (CME and Portfolio) Conversion - Limited Partner to LLC Debt Service Reserve (CME and Portfolio) Debt Service Reserve (CME-Seniors and Portfolio- Seniors) Section 8 HAP Co-Owner Rider Interest) (CME) Interest) (CME-Seniors) Interest) (Portfolio) Interest) (Portfolio-Seniors) Independent Director No Defeasance (CME) Updated and revised Updated and revised Added requirements regarding updating of UCC; deleted unnecessary requirements; combined CME and Portfolio versions Revised definition of Fixed Actual Expense Eliminated the need to fill in a blank with the name of a Person required to retain a controlling interest following a Preapproved Intrafamily Changed to match revised Section 6.13(a)(xxiv) No Defeasance (CME-Seniors) Corrected cross-reference Prepaid Rents Revised to conform to Loan Agreement Section 5.12 Prepayment During Window Period After Defeasance (CME only) Prepayment During Window Period After Defeasance (CME Rate Cap Agreement Reserve Recycled Borrower (CME and CME- Corrected cross-reference New Rider Retitled Cap Collateral Rider; revised to update terms Clarified date on which representations are made; combined sections

4 Recycled Borrower and SPE Equity Owner (CME and CME- regarding legal actions; revised environmental certification to use defined term "Site Assessment" Recycled SPE Equity Owner (CME and CME- Rental Achievement - Cash (NOI) (CME and Portfolio) Rental Achievement - Cash (NOI) (CME-Seniors and Portfolio-Seniors) Rental Achievement - LOC (NOI) (CME and Portfolio) Rental Achievement - LOC (NOI) (CME-Seniors and Portfolio-Seniors) Rental Achievement - Cash (Occupancy and Income) (CME and Portfolio) Rental Achievement - Cash (Occupancy and Income) (CME-Seniors and Portfolio-Seniors) Rental Achievement - LOC (Occupancy and Income) (CME and Portfolio) Rental Achievement - LOC (Occupancy and Income) (CME-Seniors and Portfolio-Seniors) Repair Reserve Fund - Radon Testing (CME only) Repair Reserve Fund (CME) Repair Reserve Fund (CME-Senors) Repairs-No Repair Reserve Established (CME) Repairs-No Repair Reserve Established (CME-Seniors) Repair Reserve Fund (Portfolio) Repair Reserve Fund (Portfolio-Seniors) Repair Reserve Fund Partially Funded (Portfolio only) Repair Reserve Fund Radon Screening (Portfolio only) Corrected definition of Fixed Actual Expenses; changed "escrows" to current term "reserve"; changed "Freddie Mac" to "Lender"; deleted unnecessary defined term; corrected (b) re application of funds Changed "escrow" to current term "reserve"; deleted unnecessary defined term; changed "Freddie Mac" to "Lender" Updated Extension/Modification Fee definition

5 Repair Reserve Fund Radon Testing (Portfolio only) Tax Credit Properties (CME only) Trade Names (CME and Portfolio) Trade Names (CME-Seniors and Portfolio-Seniors) Windstorm GUARANTY and RIDERS TO GUARANTY Correct cross-reference and defined terms New Rider Specify applicable Loan Agreement section Replace "full insurable value of the Mortgaged Property" with "Replacement Cost" Guaranty - Multistate Rider to Guaranty - Net Worth & Liquidity Rider to Guaranty - Material Adverse Change Changes to parallel changes to LA Section 7.05(a)(x) re releases of Borrower and Guarantor following Corrected cross-reference to refer to Section 12; add provisions for disposition of LOC Added provisions for disposition of LOC MISCELLANEOUS Assignment of Management Agreement (CME and CME- Co-Tenancy Agreement Requirements (CME only) Co-Tenancy Agreement Requirements (Portfolio only) Omnibus Assignment Recycled Borrower Certification (CME and CME-Seniors only) Recycled Borrower and SPE Equity Owner Certification (CME and CME- Sections 20 and 21 - Incorporated defined term "Attorney's Fees and Costs" Formatting changes only Conformed to CME requirements where applicable Add Indemnification Agreements to list of documents to be assigned; clarified that assignment of the Assignment of Management Agreement is required for CME only Combined existing Section 1(b) and 1(g); revised environmental certification to use defined term "Site Assessment"

6 Recycled SPE Equity Owner Certification (CME and CME- Seller's Counsel's Certification (CME & Portfolio) Revised to simplify and consolidate provisions GROUND LEASE Ground Lease Analysis (CME & Portfolio) Revise Section 20 to update the Condemnation requirements; require analysis of any provision in the ground lease requiring tenant to rebuild after a casualty or condemnation. Updated formatting, and consolidated provisions. NOTES and RIDER Note - Fixed Rate - Defeasance (CME and CME-Seniors only) Note - Fixed Rate - Yield Maintenance (CME and CME- Note - Fixed Rate (Portfolio only) Note - Adjustable Rate (CME) Note - Adjustable Rate (Portfolio) Prepaid Rents Rider to Note Add "First Principal and Interest Installment Due Date" to definitions; reformat formula Add "First Principal and Interest Installment Due Date" to definitions; reformat formula Add "First Principal and Interest Installment Due Date" to definitions Add "First Principal and Interest Installment Due Date" to definitions Section 9(c)(i)(B) - Clarification regarding effect of bankruptcy or insolvency SECURITY INSTRUMENTS and RIDERS Uniform Covenants California Section 1 - "Mortgaged Property" definition - revised to conform to Loan Agreement definition Section 3(c) - deleted because it is covered in Section 5.12 Change "Recital" to "Agreement"

7 Massachusetts Washington Condominium Rider to SI Section 35 and Rider page - Add notice regarding signatures on Riders Section 31(c) - Fix typographical errors New Rider - adds rights of Borrower under Condo Instruments to definition of Mortgaged Property SERVICING DOCUMENTS Amendment to Loan Agreement - of Interests (CME) Amendment to Loan Agreement - of Interests (Portfolio) Assumption Agreement (pre-loan Agreement) Guaranty - Assumption or of Interests - Loan Agreement Forms (CME & Portfolio) Reaffirmation Agreement - Assumption Reaffirmation - Guarantor - of Interests Section 1 - change "Reaffirmation" to "Amendment" in Section 1; Section 5(b) - correct cross-reference; Section 7 - renumber as Section 6 Update provisions regarding release of Borrower and Guarantor following Added Section 8 (Limited Release of Guarantor Upon of Mortgaged Property) to conform to origination Guaranty form Update provisions regarding release of Guarantor following Update provisions regarding release of Guarantor following