New York Fed Revises TALF Master
Loan and Security Agreement
March 11, 2009
The following highlights some of the key changes made to the MLSA from
the March 3 posting:
Provides for a five business day grace period for collateral enforcement
events described in clause (ii) (failure to perform obligations,
other than payment obligations) and clause (vi) (encumbrances on
Eliminates the obligation to provide substitute collateral or
prepay the applicable Loan in the event that Collateral is found
to be (or to have become) ineligible, and adds a knowledge qualifier
to the Borrower’s Eligible Collateral representation (on the
basis of such Borrower’s review of the Offering Materials).
Breach of this representation remains a recourse trigger.
Clarifies that, with respect to SBA Collateral, the standard form
of Auditor Attestation and Indemnity Undertaking need not be delivered;
rather, an SBA Collateral Undertaking must be delivered (other than
with respect to Development Company Participation Certificates).
Confirms that if a Loan fails to close, the Haircut Amount, Other
Closing Amounts and, if all closing conditions (including delivery
of the Collateral) had been satisfied, the Administrative Fee will
Deletes the accrual of interest on Monthly Interest Shortfall
Clarifies that the Borrower makes an Eligible Borrower representation
each time it receives a Loan (which representation continues during
the life of the Loan), and that the accuracy of such representation
is determined on the basis of the eligibility criteria in effect
on the date such Loan is made.
Clarifies that the Lender’s inspection rights with respect
to a Borrower relate to that Borrower’s Loan, Collateral and
obligations under the Lending Agreement