New York Fed Revises TALF Master Loan and Security Agreement

July 23, 2009

The following summarizes the key changes made to the MLSA from the July 2, 2009 posting:

Revises the date on which the Fed Funds Target Rate and LIBOR will be set for the initial Loan Accrual Periods of a Floating Rate Fed Funds Loan and a Floating Rate LIBOR Loan to be the Business Day preceding the applicable Loan Subscription Date, instead of the applicable Loan Subscription Date.

Provides that the price set forth on a Sales Confirmation will only be used to determine the Market Price of New Acquisition Collateral that is being newly issued on the applicable Loan Closing Date.

Provides that an SBA Collateral Undertaking may be delivered by either (x) the pool assembler with respect to the transaction pursuant to which such SBA Collateral has been or will be issued or (y) any other pool assembler from which the applicable Borrower shall acquire such Item of SBA Collateral on the applicable Loan Closing Date.

Revises the timeline for delivery by Primary Dealers to Lender and Custodian of the following documents in connection with submission of Initial Loan Requests: (i) Offering Materials must be delivered by not later than 5:00 p.m. on the eighth, instead of the seventh, Business Day before the applicable Loan Subscription Date, (ii) AUP Reports (TALF) and AUP Reports (Industry) relating to the Offering Materials must be delivered by not later than 5:00 p.m. on the sixth, instead of the fifth, Business Day prior to the applicable Loan Subscription Date and (iii) all supplements, AUP Reports (TALF) and AUP Reports (Industry) with respect to each Item of Newly Issued CMBS Collateral must be delivered by not later than 5:00 p.m. on the third, instead of the second, Business Day prior to the applicable Loan Subscription Date.

Provides that Custodian’s confirmation of whether or not any Collateral constitutes Eligible Collateral shall be made without regard to any other restrictions on the eligibility of any Collateral with respect to any Borrower that relate to (A) the maximum amount of loan or lease receivables included in the relevant pool as to which the relevant Borrower may be an obligor or (B) in the case of a Borrower that is a manufacturer or service provider, the maximum amount of such Borrower’s products or services that may have been financed by loan or lease receivables included in the relevant pool.

Revises the Borrower’s representation and warranty with respect to Legacy CMBS Collateral securing Loans to provide that such Borrower’s agreement to purchase the Legacy CMBS Collateral was made on an arm’s-length basis after the Loan Subscription Date for such Legacy CMBS Collateral that occurred in the calendar month preceding the applicable Loan Closing Date, instead of on or after such Loan Subscription Date.

Adds a new Borrower covenant providing that Borrowers must turn over all amounts it or any of its agents or custodians receives in respect of any of its Collateral and any amounts received in connection with a permitted sale or disposition of such Collateral. See Section 11.2(j) for specifics.


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