New York Fed Revises TALF Master Loan and Security Agreement
July 2, 2009
The following summarizes the key changes made to the MLSA from the June 23,
Provides additional trigger events with respect to Collateral the
occurrence of which shall cause all Interest Receipts and Principal
Receipts to be applied to repay the interest on, and principal of, the
applicable Loan (while acknowledging that Custodian need not effect
the adjustment to the application of such Interest Receipts and
Principal Receipts unless it has received written notice of the
occurrence of such event by 12:00 noon on the Business Day
preceding the Payment Date). See Section 5.3-2 for specifics.
Revises the Administrative Fee Rate definition to reflect that different
Administrative Fee Rates may apply with respect to different Classes
Provides that the “Average Life” of any Item of Legacy CMBS
Collateral or proposed CMBS Collateral shall be determined in the
manner set forth in the TALF Standing Loan Facility Procedures.
Provides that Custodian shall not be required to confirm whether or
not any of the Eligibility Criteria are satisfied with respect to Legacy
CMBS Collateral other than (i) the CMBS Ratings Eligibility
Requirements and (ii) the requirement that Legacy CMBS Collateral
be cleared through DTC.
Provides that for purposes of determining the accuracy of the Eligible
Collateral representation and warranty, the Borrower shall be deemed
to have knowledge of the identity of each of its Affiliates. See Section
10.1(e)(v)(A) for specifics.
Clarifies that an Early Amortization Event means an event as described in the definition of “Early Amortization Event” to the extent that such event has not been waived in accordance with the applicable Governing Documents.
In accordance with the Terms & Conditions, provides that the Haircut Percentage with respect to any Legacy CMBS Collateral shall be equal to (x) the “base dollar haircut” percentage applicable thereto divided by (y) the Market Price thereof.
Sets forth the representations and warranties of Borrower with respect to each Item of Legacy CMBS Collateral securing any Loan made to such Borrower. See Sections 10.1(e)(v)(B) and 10.1(e)(vi) for specifics.
Sets forth the one deliverable in connection with Loans to be secured by Legacy CMBS Collateral (the Sales Confirmation delivered by the Applicable Primary Dealer to Lender and Custodian not later than 5:00 p.m. on the fifth Business Day prior to each scheduled Loan Closing Date).
Provides that the Market Price at any time of any Item of Legacy CMBS Collateral securing any Loan shall be the lesser of (x) the price (as a percentage of par) paid therefor by the applicable Borrower set forth on the applicable Sales Confirmation and (y) the market price (as a percentage of par) thereof as determined by Lender in its sole discretion as of the applicable Loan Subscription Date; provided, that the Market Price of any Item of Legacy CMBS Collateral shall not exceed 100%.
Provides that new Loans may be secured only by a single CUSIP (other than Loans secured by SBA Pool Certificates).
Clarifies that a Primary Dealer may also be a Borrower under TALF only if such Primary Dealer satisfies all conditions of being an Eligible Borrower with respect to the applicable Loan.
Provides that Interest Receipts include any other distributions (excluding Principal Receipts) in addition to all amounts paid on the Collateral in respect of interest.
Provides that the “carry cap” set forth in the TALF Standing Loan Facility Procedures shall apply to all Five Year Loans and to Three- Year Fixed Rate Loans secured by Legacy CMBS Collateral. See Section 4.3 for specifics.
Revises Section 11.2(i) to provide that each Borrower (1) shall not exercise, nor shall it refrain from exercising, any voting, consent or waiver rights with respect to all Collateral securing any of its Loans without the prior written consent of Lender (which consent may be withheld or conditioned in Lender’s sole discretion); (2) shall promptly notify the Applicable Primary Dealer upon becoming aware that its vote, consent or waiver is being sought as to any matter with respect to any Collateral securing any of its Loans, including a description of such matter and any prescribed response with respect thereto and (3) shall promptly comply with any instruction it receives from Lender (including any Lender Voting Instructions)
Provides that in addition to Lender, Custodian may record telephone communications between itself and each Primary Dealer and between itself and each Borrower, and such recordings may be submitted in evidence to any court or in any proceeding for the purpose of establishing any matters pertinent to the Lending Agreement. See Section 18.5 for specifics.
Provides that, with respect to Permitted Loan and Collateral Transfers involving a Loan secured by Legacy CMBS Collateral, Lender may condition its consent on the making by the Assignee of additional representation and warranties concerning such Legacy CMBS Collateral as Lender shall require at such time.