New York Fed Revises TALF Master Loan and Security Agreement
November 13, 2009
The following summarizes the changes made to the MLSA from the October 30, 2009 posting:
The definition of “Sales Confirmation” and Section 10.1(3)(vi)(4) have been revised to clarify that the purchase price payable by such Borrower for an Item of Legacy CMBS Collateral does not reflect any economic arrangement other than the purchase of such Item of Legacy CMBS Collateral.
Revises the Borrower voting covenant to provide that in addition to each Borrower’s covenant to not exercise, nor refrain from exercising, any voting, consent or waiver rights with respect to each Item of Collateral securing any of its loans, each Borrower also covenants to not exercise or refrain from exercising any rights to direct, initiate, recommend or approve any action under the terms of any Item of Collateral securing any of its Loans, and in each case shall comply with instructions provided by FRBNY. See Section 11.2(i) of the MLSA for specifics.
Provides that no later than two Business Days prior to the date on which each TALF Agent submits its first Loan Request that relates to a Loan Subscription Date occurring on or after December 3, 2009, such TALF Agent shall submit to Lender a Conflicts of Interest Plan and thereafter, such TALF Agent shall submit such revisions or updates to such Conflicts of Interest Plan as are necessary to reflect any changes in circumstances (including the identification by it of the existence of any new conflicts of interest). See the definition of “Conflicts of Interest Plan” and Section 11.3(f) of the MLSA for specifics.
______________________________ 1 Please note that with respect to Loans outstanding on October 30, 2009, FRBNY will be seeking consents from the applicable Borrowers to extend the Payment Date to the second Business Day following each Payment Date (such change to also be effective upon posting of a notification thereof to the TALF Website).