Typically, the A/B-Co-Lender agreement contains a list of « important decisions » that require the prior agreement of B-Note`s lender before the A-Note lender and/or the Servicer can perform certain steps or actions. Although the list of the most important decisions varies, the usual decisions are: any waiver, restructuring, modification or waiver of the loan that would result in the renewal of the maturity date; a reduction in the interest rate or the payment of the monthly debt; Any seizure of the mortgage or trust deed or acceptance of the deed at the place of enforcement; any replacement or declassification of security rights; voting on a mortgage lender`s bankruptcy plan; and the approval of leases of an agreed size, among others. Depending on the nature of the transaction, there may be additional concepts in the underlying credit documents that a B-Note lender wishes to add to the list of provisions requiring the agreement of the B-Note lender. A/B-Co-Lender Agreements are central documents in any successful mortgage financing, in which two or more lenders « share » the collateral package according to a stack of subordinated priority capital. They are very different from an intercreditor agreement between a mortgage lender (who holds a mortgage on the underlying property) and a mezzanine lender (who holds a pledge of equity from the borrower), each with its own separate collateral. Negotiating A/B Co-Lender Agreements can be complicated, nuanced and strongly influenced by the unique expectations and requirements of the parties involved. We hope that the above list of the most important points will be a useful touchstone during your negotiations. The ability to repair defaults as part of the mortgage is a critical part of the A/B-Co-Lender agreement for any B-Note lender. A-Note lenders will not dispute that B-Note lenders must have healing rights, but the length of healing time and the total number of healing events are often discussed.
Under most A/B-Lender agreements, the « cascade » or priority of payments will be « staggered » after an uninsured default event in favor of lender A-Note, so interest and capital payments due to B-Note`s lender will be fully subordinated to the principal and interest of lender A-Note. Prior to the absence of a default event, lender B-Note is entitled to its agreed share in the interest payments and its proportionate share in the respective capital payments. It is not uncommon for financial healing rights over the term of the loan to be limited to only 3-4 consecutive months. There is no absolute « correct answer » and this point is discussed by the co-lenders. Credit agreements include all the details of the loan, such as. B the principal, the interest rate, the amortization period, the duration, the fees, the terms of payment and any covenants. They also describe a lender`s rights to collect payments in the event of the borrower`s delay. Most A/B-Lender agreements provide that if an « affiliate » of the mortgage borrower owns a portion of the B rating (the exact percentage of ownership may vary depending on the sensitivity of the A-Note lender to this issue), the rights of the B-Note lender will be greatly reduced under the A/B Co-Lender Agreement. Each credit agreement is a little different. For entrepreneurs, it is important to read and understand the terms before they are executed.
It also allows for the use of independent legal advice, especially in the case of more complex credit agreements, such as commercial mortgages or bonds. Most A/B-Lender agreements will designate the B-Note lender as a « controlling holder » or « business advisor. » In this role, the B-rated holder will make a significant contribution to a credit loan and other « important decisions ». It is significant that the B-Note lender loses in case: that the value of the position of the B-Note lender has ever been eroded by more than 75% by the application of a valuation test (i.e. a « control evaluation event », its approval rights and the corresponding status of « controlling holder » or « business advisor » according to the theory that it no longer has enough « skin at stake » and the result of credit changes or enforcement strategy 1995, 1995, 1995, 1995, 1.