New York Fed Revises TALF Master Loan and Security Agreement
May 22, 2009
The following summarizes the changes made to the MLSA from the May 4, 2009
Permits the Borrower to elect a five-year maturity for Loans secured by SBA Collateral, ABS backed by Student Loan Collateral or CMBS Collateral.
Provides that for Three-Year Fixed Rate Loans secured by CMBS Collateral, the Applicable Fixed Rate Benchmark Period shall be 3 years and with respect to a Fixed Rate Loan having a Stated Maturity Date that is the fifth anniversary of the Applicable Loan Closing Date, 5 years.
Provides that for Five-Year Loans, the amount of the Monthly
Collateral Interest Income Amount that would otherwise be remitted to the Borrower shall be limited as specified in the TALF Standing Loan Facility Procedures.
Replaces the defined term “Weighted Average Life” with “Average Life”, and provides that with respect to any non-amortizing Item of Collateral or proposed Collateral or weighted average life (in the case of an amortizing Item of Collateral or proposed Collateral), the average life shall be calculated in accordance with the prepayment assumptions specified in the TALF Standing Loan Facility Procedures and specified in the applicable Offering Materials, as adjusted to reflect the elapsed time from the date of issuance of such Item of Collateral or proposed Collateral.
Provides that for Loans secured by one or more Items of Collateral with respect to which an Early Amortization Event has occurred, 100% of Principal Receipts from such Item(s) of Collateral shall be applied to repay the principal amount of, and any Monthly Interest Deficiency Amount with respect to, such Loan (while acknowledging that Custodian need not effect the foregoing adjustment for any Loan Accrual Period unless it has received written notice of the occurrence of the Early Amortization Event by 12:00 noon on the Business Day preceding the upcoming Payment Date).
Obligates each Borrower to repay to Lender any Principal Receipts it receives that would otherwise have been required to be applied to repay the principal amount of a Loan as a result of an Early Amortization Event, but that were paid to such Borrower because the Custodian failed to receive written notice of the Early Amortization Event by the prescribed time, and permits Lender to apply future Interest Receipts that would otherwise be payable to such Borrower to the repayment of the Loan to the extent such Borrower fails to make any such repayment in full. This repayment obligation is a recourse obligation of the Borrower.
Clarifies that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and makes certain related conforming changes to Sections 3.2, 3.3, and 10.1(e)(v).
Provides that a Fixed Rate Loan secured by CMBS Collateral shall not be made unless the CMBS Collateral bears interest at either a fixed rate or a rate that varies based on the weighted average of the underlying fixed mortgage rates.
Adds a covenant providing that Borrowers shall not exercise, and shall not refrain from exercising, any voting, consent or waiver rights with respect to (x) each Item of CMBS Collateral securing any of its Loans and (y) an Early Amortization Event in respect of each Item of Collateral security any of its Loans (including without limitation declaring or waiving an Early Amortization Event or recommencing a “revolving period”) without the prior written consent of Lender (which consent may not be withheld or conditioned in Lenders’ sole discretion), while requiring that Borrowers deliver to Lender notices relating to the foregoing (and any prescribed response period).
Requires the identification of the loan term in the Loan Request.
Revises the contact information in Appendix 5 (Form of Collateral Surrender and Acceptance Notice) and Appendix 6 (Form of Prepayment Notice).