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Instructions for Preparing the Rate Lock Loan Delivery Package INSTRUCTIONS FOR PREPARING THE RATE LOCK LOAN DELIVERY PACKAGE

Rate Lock Loan Delivery Package Documents

The following are instructions for preparing and delivering the documents in the Rate Lock Loan Delivery Package.

The Lender may deliver Fannie Mae Rate Lock Loan Documents in 12 or 10 point type. The Lender may change the margins on any Rate Lock Loan Document if necessary to make the document acceptable for recordation.

Remittance Address

Please send the Rate Lock Loan Delivery Package to the following address:

Fannie Mae Attn: Multifamily Acquisitions Drawer AM 4000 Wisconsin Avenue, N.W. Washington, D.C. 20016 Telephone: 301-204-8287 Facsimile: 301-280-2044

Fannie Mae DUS Guide Page 1 Form 4600-FRLL 08/04

Tab 1. a. Rate Lock Loan Delivery Package - Table of Contents (Form 4517.FRLL)-- Check each box corresponding to a document included in the Rate Lock Loan Delivery Package.

b. Cash Forward Commitment with Rate Lock Loan and Security Agreement (Forward Commitment Agreement) (Form 4548) (Copy of Forward Commitment Agreement executed by Fannie Mae)

c. Term and Information Sheet (Form 4557) (Original of Term and Information Sheet)

d. Forward Commitment Confirmation (Copy from MCODES) (Confirmation showing Fannie Mae authorization)

e. Request for Bids on Investment Agreement (Form 4559) (Original of Request for Bids; if already delivered, copy)

f. Investment Agreement Information Sheet (Form 4560) (Original of Investment Agreement Information Sheet)

g. Negative Arbitrage Worksheet (Form 4614) (Original of Negative Arbitrage Worksheet showing indicative pricing)

Tab 2. Waivers or other communications from Fannie Mae with respect to Loan Documents or Loan Underwriting (Copies)

Tab 3. Rate Lock Loan Closing Documents

The following are instructions for completing the Rate Lock Closing Documents

a. Rate Lock Loan Note (Form 4193) (Original) The Lender must fill in the blanks in the form of Rate Lock Loan Note. The Lender's authorized officers or other authorized representatives whose names, titles

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© 2001-2004 Fannie Mae Instructions for Preparing the Rate Lock Loan Delivery Package and true signatures appear on the Incumbency Certificate described in item (c) below must sign the Rate Lock Loan Note.

Each of the following items should be completed:

Amount of Note: Top left of the first page-- Insert the principal amount of the Note, stated in numbers.

Date of Note: Top right of the first page-- Insert the date of the Note, using. the closing date of the Rate Lock Loan.

Name of Lender: First line of the first unnumbered paragraph-- Insert (IN CAPITAL LETTERS) the full and correct name of the Lender and insert its type of entity and state of organization.

Principal Amount of Note: First unnumbered paragraph-- Insert the principal amount of the Note in words and numbers.

Date of Forward Commitment Agreement: Second unnumbered paragraph-- Insert the date of the Forward Commitment Agreement. Use the "Commitment Date" given in the Term and Information Sheet.

Interest Rate: First sentence of Paragraph 1-- Insert the interest rate to apply to the Rate Lock Loan (i.e., the Pass-Through Rate less the Collateral Quality Discount). If the Lender is using the Buy-Down Method, use the Pass-Through Rate after taking the Buy-Down into account.

First Interest Payment Date: Second sentence of Paragraph 1-- Insert the first payment date for the payment of interest on the Rate Lock Loan.

Mortgage Loan Amount: Paragraph 6-- Insert the dollar amount of the Mortgage Loan, the full and correct name of the Borrower, the type of entity and state of organization.

Fannie Mae DUS Guide Page 3 Form 4600-FRLL 08/04

© 2001-2004 Fannie Mae Instructions for Preparing the Rate Lock Loan Delivery Package Signature Block: Signature block at end of Note-- Insert (IN CAPITAL LETTERS) the correct name of the Lender and insert a signature line for each person signing the Note and that person's name and title. If you need more than one signatory, repeat the signature lines as needed.

b. Certified Copy of Authorizing Resolutions and Incumbency Certificate (Form 4561 if authorizing a single Rate Lock Loan; Form 4562 if authorizing a series of Rate Lock Loans) (Original Certificate) An authorizing resolution of the Lender's Board of Directors, or other similar body, must authorize the Lender to borrow the Rate Lock Loan and to grant a security interest in the Investment Agreement. The secretary, an assistant secretary or similar keeper of the official records of the Board of Directors, or other similar body, of the Lender must certify the authorizing resolution to Fannie Mae as a closing document. The resolution must either authorize the specific Rate Lock Loan or the borrowing of Rate Lock Loans from time to time without limit to the aggregate dollar amount of all Rate Lock Loans. The resolution must be certified by the secretary, an assistant secretary or similar keeper of the official records of the Lender's Board of Directors, or other similar body, which officer or individual shall also certify to Fannie Mae the names and true signatures of the individuals authored to execute the closing documents for the Rate Lock Loan.

c. Counterparts of financing statements (UCC-1)

The Lender is responsible for preparing and filing the UCC-1 financing statements in the correct filing jurisdictions. The Lender must provide Fannie Mae with the secured party counterpart of the financing statements. The Lender must file the financing statements no later than the closing day of the Rate Lock Loan.

The following instructions assume the relevant state has adopted the national financing statement form UCC-1 and but has not adopted the revised UCC-1 form.

The Lender should prepare a financing statement for each jurisdiction and filing office within the jurisdiction that the Lender's counsel

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© 2001-2004 Fannie Mae Instructions for Preparing the Rate Lock Loan Delivery Package determines is necessary for the perfection of a security interest in the Collateral, based on the assumption that the Investment Agreement is a general intangible under applicable law. The Lender must file at least in the state where the Lender's chief executive office is located and in the state or other jurisdiction where the Lender was incorporated or organized.

These instructions discuss most of the boxes in the national form. Any box not mentioned may be completed (or, if optional, left blank) as instructed on the form, subject to the financing statement content requirements of applicable law.

Box A (Name & Tel. # of Contact at Filer) and Box B (Filing Office Acct. #): Complete at the Lender's option, listing the Lender or the Lender's counsel information, as appropriate.

Box C (Return Copy to): Complete by inserting:

Fannie Mae Attn: Forwards Team Drawer AM 4000 Wisconsin Avenue, NW Washington, DC 20016

Box D (Optional Designation): None of these designations is applicable; do not complete.

Box 1a (Debtor's Exact Full Legal Name): Insert the full and correct name of the Lender.

Box 1c (Address of Debtor): Add appropriate address.

Box 2 (Additional Debtor's Exact Full legal name): Unless there is a second debtor along with the Lender, the Lender should not complete this box; the Investment Agreement Provider is not a second debtor)

Fannie Mae DUS Guide Page 5 Form 4600-FRLL 08/04

Box 3c (Mailing Address):

Fannie Mae Attn: Multifamily Acquisitions Drawer AM 4000 Wisconsin Avenue, N.W. Washington, D.C. 20016 Telephone: 301-204-8287 Facsimile: 301-280-2044

Box 4 (This FINANCING STATEMENT covers...): As the description of Collateral will be larger than will fit within the box, type in the box: "See Schedule A attached to this Financing Statement and incorporated herein by this reference." On a separate page, describe the Collateral as follows:

"Schedule A to Financing Statement

"Secured Party: Fannie Mae

"Debtor: [insert same name as in Box 1a]

"Item No. 4 (Collateral Description) continued:

"(a) The [insert title of Investment Agreement] (the "Investment Agreement") dated [insert date as set out in the Investment Agreement, use "as of" if used in the Investment Agreement] issued by [insert name of Investment Agreement Provider as used in the Investment Agreement] (the "Investment Agreement Provider") to Fannie Mae on behalf of [insert name of Lender as used in the Investment Agreement]

Page 6 Fannie Mae DUS Guide 08/04 Form 4600-FRLL

© 2001-2004 Fannie Mae Instructions for Preparing the Rate Lock Loan Delivery Package ("Debtor"), including all income earned or to be earned on the Investment Agreement, and all distributions, issues, profits and proceeds, and any interest whatsoever of the Debtor to which the Debtor is entitled as owner of the Investment Agreement, and all proceeds from the sale, financing or other disposition of all of the foregoing, including any Replacement Investment Agreement;

"(b) any collateral and other security now provided or given at any time or from time to time hereafter by the Investment Agreement Provider to secure any of its obligations under the Investment Agreement;

"(c) any guarantee, indemnity, policy of insurance or other enhancement of the obligations of the Investment Agreement Provider now provided or given at any time or from time to time hereafter by any parent or other affiliate of the Investment Agreement Provider or any other person and all collateral and other security now provided or given at any time or from time to time hereafter by such guarantor, indemnitor, insurer or other person to secure any of its obligations; and

"(d) all proceeds, issues, profits, products and rents, now or hereafter arising, received or receivable, from or on account of any of the foregoing, including any proceeds of any insurance thereon."

If the Investment Agreement Provider will be securing its obligations under the Investment Agreement, contact Fannie Mae for further instructions.

If the Investment Agreement is guaranteed by the parent or affiliate of the investment agreement provider or any other person, delete paragraph (c) as it appears and replace it with:

Fannie Mae DUS Guide Page 7 Form 4600-FRLL 08/04

"(c) the [insert title of guarantee or other enhancement instrument or agreement] entered into by [insert name of guarantor or other person] dated [insert date as set out in the guarantee or other enhancement instrument or agreement, use "as of" if used] to Fannie Mae on behalf of [insert name of Lender as used in the guarantee or other enhancement instrument or agreement] and any other guarantee, indemnity, policy of insurance or other enhancement of the obligations of the Investment Agreement Provider now provided or given at any time or from time to time hereafter by any parent or other affiliate of the Investment Agreement Provider or any other person and all collateral and other security now provided or given at any time or from time to time hereafter by such guarantor, indemnitor, insurer or other person to secure any of its obligations; and"

If the guarantor or other person will be securing its obligations under its guarantee or other enhancement instrument or agreement contact Fannie Mae for further instructions.

Box 5: Do not check box.

Box 6 (Required signatures): If the Lender cannot fit its signature block and signatures within the space given, the Lender should type within this box: "See Schedule B attached to this Financing Statement and incorporated into this Financing Statement by this reference."

On a separate page, the Lender should add its signatures as follows:

"Schedule B to Financing Statement

"Secured Party: Fannie Mae

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"Item No. 6 (Signatures) continued:

"DEBTOR" "Date: [insert date] [add appropriate signature block and signatures in the required number for the Lender]

Box 8: Do not check box.

Box 9: Do not check box.

e. Assignment of Investment Agreement (Form 4527) (Original) The Lender must complete the Assignment of Investment Agreement, and the authorized officers or other representatives of the Lender whose names, titles and signatures appear on the incumbency certificate must sign the Assignment. The Lender must complete the following items:

Date of Closing: Introductory Paragraph-- Insert the date of closing of the Rate Lock Loan and the full name and legal description of the Lender.

Recital A: Insert title of Investment Agreement, name of Investment Agreement Provider and date of Investment Agreement where indicated. If the Investment Agreement is guaranteed or insured, insert this information in the spaces provided in the this recital and remove the brackets ("[ ]") from the language. If there is no guarantor or insurer, delete the references to it within the brackets in this recital.

Recital B: Insert date of signing the Forward Commitment, the date the Commitment was first made to the Lender and the date the Commitment was accepted by Fannie Mae.

Fannie Mae DUS Guide Page 9 Form 4600-FRLL 08/04

© 2001-2004 Fannie Mae Instructions for Preparing the Rate Lock Loan Delivery Package Signature block: Insert (in CAPITAL LETTERS) the correct name of the Lender and insert a signature line for each person signing the Note, including each such person's name and title. If the Lender needs more than one signatory, repeat the signature lines as needed.

f. Opinion of Counsel to the Lender (Form 4563 if the Investment Agreement Provider is a bank; Form 4564 if the Investment Agreement Provider is not a bank.)

Tab 4. Investment Agreement and Investment Agreement Opinions

The Lender should supply the Investment Agreement and related opinions only if it is purchasing the Investment Agreement with its own funds and not with the Rate Lock Loan Proceeds. If the Investment Agreement is being purchased with the Rate Lock Loan Proceeds, the Lender must instruct the Investment Agreement Provider to send the original of the Investment Agreement and related documents directly to Fannie Mae immediately after the closing of the Rate Lock Loan.

Tab 5. Delivery Assurance Certificate and Assignment for Rate Lock Loan Transactions and Endorsement (Form 4158.FRLL)

Following are instructions for completing the Delivery Assurance Certificate.

Form of Certificate: Use the Fannie Mae Form 4158.FRLL/MAH (for Multifamily Affordable Housing properties), or Form 4158.FRLL/Mod (for Moderate-Income and Market Rate properties).

Date of Certificate: Insert the execution date as the Certificate date. The date of the Delivery Assurance Certificate and the Delivery Assurance Security Instrument must be the same date. This date should be the date the Borrower accepts the Lender's commitment.

Name of Borrower. Insert the name of the Borrower, type of entity and state of organization in the first paragraph.

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© 2001-2004 Fannie Mae Instructions for Preparing the Rate Lock Loan Delivery Package Name of Lender: Insert the name of the Lender, type of entity and state of organization in the first paragraph. The Lender's name must be the same on the Delivery Assurance Certificate and Delivery Assurance Security Instrument.

Date of Commitment: Insert the date of the Lender's Commitment to the Borrower.

Loan Amount: Insert the Forward Commitment Loan Amount from the MCODES Commitment Confirmation.

Property Address: Insert the City and State where the Property is located in Paragraph A.

Final Delivery Date: Insert the Final Date for delivery of the Permanent Mortgage Loan to Fannie Mae as set forth in the Forward Commitment Confirmation.

Commitment Number: Insert the Commitment Number from the MCODES Commitment Confirmation.

Prepayment Premium: Lenders must insert the following information on the Delivery Assurance Fee portion of the Cash Fixed or Variable Option Note:

Borrower's Execution: The Borrower must execute the Delivery Assurance Certificate and the Delivery Assurance Security Instrument using the appropriate execution format (including witnesses, attestation, etc.) for the Borrower's form of organization. Insert the Borrower's name, state of organization and entity type beneath "BORROWER". Insert the name(s) and title(s) of the individuals executing the Certificate beneath each authorized signature. The execution format also must show the relationship and capacity or title of each person or entity involved, e.g.:

Fannie Mae DUS Guide Page 11 Form 4600-FRLL 08/04

By: Z, Inc., a Delaware corporation, Managing general partner

By: ______John Doe President

The name of the Borrower must be the same on the Delivery Assurance Certificate and the Delivery Assurance Security Instrument, and as shown on the title insurance report as the owner of the Property.

Witnesses: Add witnesses, attestation, or other execution requirements, if any, necessary under the law of the applicable jurisdiction.

Assignment to Fannie Mae: The Lender must assign the Delivery Assurance Certificate to Fannie Mae using the form of assignment appearing after the borrower signature page on the Certificate. The Lender's name must be typed above the signature(s) and the name and title of each authorized signer must be printed or typed below the signature(s). The assignment must be made only by persons specifically authorized to execute documents on Lender's behalf and must not be dated earlier than the Delivery Assurance Certificate. The date of the assignment should be the date of the Assignment of the Delivery Assurance Security Instrument to Fannie Mae.

Tab 6. Delivery Assurance Security Instrument: Multifamily Mortgage, Deed of Trust, and Deed to Secure Debt (Copy of recorded document)

The copy of the recorded Delivery Assurance Security Instrument submitted in the Rate Lock Loan Delivery Package must show the recorder's stamp and document number, or other acceptable evidence of recordation must be provided. (If the original recorded Delivery Assurance Security Instrument is not available at the time of delivery, the Lender should retain the original Delivery Assurance Security Instrument in its Servicing Files when it is returned from the recorder's office.)

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Forms: Use the Fannie Mae form Security Instrument, or other form approved by Fannie Mae, or if none, any state specific pre-printed form security instrument from the applicable State Bar Association.

Recording Information: Insert the recording information and indexing instructions (if any) noted on the cover page of the Delivery Assurance Security Instrument.

Date of Delivery Assurance Security Instrument: Insert the same date as the date of the Delivery Assurance Certificate.

Names/Entity Organization/Addresses: See instructions for completion of the Delivery Assurance Certificate. The Delivery Assurance Certificate and Delivery Assurance Security Instrument must be consistently and correctly completed.

County: Insert the County where the Property is located.

Maturity Date and Loan Amount: Insert the Maturity Date and Loan Amount which shall be an amount equal to one percent (1%) of the Rate Lock Loan Amount.

Execution: The person or entity executing the Delivery Assurance Security Instrument (typically, the Borrower) must use the appropriate execution format for that person or entity's form of organization, if any. (See instructions for completion of the Delivery Assurance Certificate.)

Legal Description: The legal description of the Property attached as Exhibit A must be complete and accurate and correspond exactly with that in the title policy and survey.

Tab 7. Assignment of Delivery Assurance Security Instrument (Copy of recorded document)

Fannie Mae DUS Guide Page 13 Form 4600-FRLL 08/04

© 2001-2004 Fannie Mae Instructions for Preparing the Rate Lock Loan Delivery Package The recorded Assignment of the Delivery Assurance Security Instrument from the Lender to Fannie Mae must show the assignee as Fannie Mae. It must not contain a recitation that the assignment of the Security Instrument is "without recourse" or other language with the same or similar effect, and it must show the recorder's stamp and document number. For Fannie Mae purposes, the Assignment must include the following information:

(a) the date of execution; (b) the Lender's name; (c) the Borrower's name; (d) a legal description of the Property, which must be identical to that in the Delivery Assurance Security Instrument; (e) the date of the Delivery Assurance Security Instrument; (f) an authorized signature of the Lender's signatory or signatories; (g) an appropriate notarization if one is required by the laws of the Property jurisdiction; and (h) appropriate witness(es) or attestation, as required by applicable law.

When it is returned from the recorder's office, the Lender should retain the original recorded Assignment of Delivery Assurance Security Instrument in its Servicing File, if the original recorded Assignment of Delivery Assurance Security Instrument is not available at the time of loan delivery to Fannie Mae.

Tab 8. Wiring Instructions. If the original Investment Agreement was not provider, provide wiring instructions from the Investment Agreement Provider for wiring of funds to purchase the Investment Agreement.

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