One file · three seats · same numbers

The triangle.

The buyer borrows from an institutional first and from the seller on a recorded purchase-money second. The lender is paid first in life and in foreclosure. The seller is paid next. The kicker dies if the first forecloses.

Live file · rev 1

$500,000 · first $350,000 · second $150,000 · check $14,650

AFR floor met
AFR not locked
Below usury cap
CLTV 100% over cap
Senior DSCR
Investment occupancy
Zero down · check still due

Edit on the desk Triangle SourceEmail

Constitution · rev 1 · not ready

$500,000 · 70% / 30% · investment / non-owner-occupied · AFR 4.49% unlocked · September 2026

BuyerIdle SellerIdle LenderIdle

This structure does not close as drawn

CLTV 100.0% sits over this senior’s 80% cap. A 70/30 stack is 100% CLTV — most DSCR firsts will not close it as disclosed subordinate financing.

Raising the cap is only honest if a named senior actually publishes that CLTV. Most DSCR firsts do not.

Conflict engine

Conflict
CLTV 100% over the 80% senior cap
A $0-down stack is 100% CLTV no matter how you split 70/30 vs 65/35. Cash down is the only number that moves CLTV. Lowering the first just resizes the second.
Lowering Note #1 LTV to 65% resizes the second to $175,000 — CLTV stays 100% at zero down. Cash down is the CLTV lever.
Conflict
Kicker characterization is unset
Counsel decides additional interest vs participation. The desk will not pick it for them.
Conflict
No third-party servicer on the file
Kitchen-table collections are how files blow up. Name a licensed servicer or leave it TBD — required, not optional.
Conflict
No licensed escrow holder named
Purchase money sits with a licensed title company or a Florida attorney trust — not SSDF Inc., not StackDesk, not Stripe. Name the table that will record deed → mtg 1 → PMM 2.
Conflict
ICA is not marked before the deed records
Intercreditor is a closing condition, not a follow-up. It circulates before the warranty deed records.

Rebalance

Residual second = price − cash down − Note #1. Moving LTV does not move CLTV at zero down. Aligned seats go Drifted.

This file: N1 $350,000 · N2 $150,000 · $561.25/mo
At 65% first: N2 $175,000 · CLTV still 100% at $0 down
Seats that will drift: Seller and lender (buyer is the desk).

Seats

Ready for escrow only when all three seats are Ready, no hard stops remain, the seller has marked reviewed, and the commitment is locked.

This file is not Ready for escrow.

Locked file — T0

Edit a locked field and the revision bumps. Other seats go Drifted.

Target close monthVesting (must match commitment)Servicer (TBD — third-party required)Escrow holderHolder name

Purchase money sits with a licensed Florida fiduciary under Fla. Stat. § 626.8473 — not SSDF Inc., not StackDesk, not Stripe. Name the table that will record deed → mtg 1 → PMM 2.

Kicker characterization (counsel)

ICA circulates before the deed recordsTwo engagement letters in the fileLegal hold — no seat moves

No locked-field edits yet. Rev 1.

buyer seller lender

buyer packet · rev 1 · one file, three seats · identical locked appendix

Never say cash-to-close is $0 when stamps and escrow are due. Never hide the second.

Note #1: $350,000; 8.50% · $2,691.20/mo
Note #2: $150,000; 4.49% AFR · $561.25/mo
Cash down: $0; Check $14,650
CLTV: 100%; Cap 80%

The buyer is the only party on both notes. Title transfers at closing. Cash-to-close is $14,650— not cash-down of $0. Simultaneous close is on.

Combined PITIA + second

$3,252.45

$39,029 / year

Note #1 P&I

$2,691.20

Note #1 PITIA

$2,691.20

Note #2

$561.25

Tax / ins monthly

Tax and insurance are $0 in this file — PITIA equals P&I until you enter them.

Coverage — two DSCRs

Covers

Senior (NOI ÷ first PITIA, need 1.25x): 1.49x
Combined (NOI ÷ PITIA + second, need 1.10x): 1.23x
NOI −10% / −20% senior: 1.34x / 1.19x

Buyer check — not cash-down

$14,650

Gross costs $14,650. Down payment $0 is inside the gross. Credits and a gated roll-into-Note-#1 cut the check, not the CLTV.

Cash down (equity)$0
Deed documentary stamps$3,500
Mortgage stamps — Note #1$1,225
Mortgage stamps — Note #2$525
Intangible tax — Note #1$700
Intangible tax — Note #2$300
Title insurance (est. owner + lender)$3,575
Recording$250
Appraisal / flood cert$650
Survey$425
Note #1 points (1.00%)$3,500
Prepaid interest on Note #1$0
Tax escrow deposit$0
Insurance escrow deposit$0

Exit waterfall

Gross sale / appraised$650,000
Sale closing costs−$13,000
Verified capex-$0
Note #1 payoff (illust. remaining)−$334,216
Note #2 payoff−$150,000
Equity kicker−$17,400
Buyer residual$119,600

Parties on both notes

Buyer / obligor: Unnamed — add on the term sheet
Entity: llc
Seller / Note #2: Unnamed
Vesting: Match the commitment name to the deed

Simultaneous close (same table, same day)

Locked appendix · identical on every packet · rev 1

Purchase price: $500,000
Cash down / cash-to-close: $0 / $14,650
Note #1: $350,000 · 8.50% · $2,691.20/mo
Note #2: $150,000 · 4.49% · $561.25/mo
LTV / CLTV: 70% / 100% vs cap 80%
Occupancy: investment / non-owner-occupied
AFR: 4.49% mid-term AFR · unlocked
Close mode: true-carry
Simultaneous close: same table, same day
Servicer: TBD — third-party required
Escrow holder: TBD — licensed title or Florida attorney trust
Recording order: deed → mtg 1 → PMM 2 → ICA
ICA before deed: not marked
Kicker: Option A · 20% above $550,000 · dies on senior FC

Clock one · same day, same table

True carry at the table

Title and the senior accept a recorded PMM in lieu of cash for Note #2. Seller walks with Note #1 proceeds. Buyer writes stamps, title, points, and escrow on top.

01Lender wires Note #1 $350,000 to escrow → seller.
02Seller deeds the property to the buyer.
03Buyer executes Note #1 + Mortgage #1 to the lender.
04Buyer executes Note #2 + PMM #2 to the seller ($150,000).
05Buyer writes the check at closing: $14,650 (down + stamps + title + points + escrow).

Split close dates are a hard stop. Recording order is deed → mtg 1 → PMM 2 → ICA / kicker memo. Table: TBD — licensed title or Florida attorney trust. Funds are held and disbursed by TBD — licensed title or Florida attorney trust, not by SSDF Inc. or StackDesk. Cash-to-close is the check the buyer brings to that table. Stripe is not a Florida escrow agent.

Clock two · every month

Preferred: one third-party servicer if the first allows it. Default: two pipes + cross-default notice. Buyer does not pay the seller in Venmo.

Gross NOI (stated)$4,000
Vacancy / mgmt / capex haircut-$0
Tax + insurance-$0
Note #1 P&I−$2,691.20
Note #2 IO−$561.25
Buyer cash flow (illust.)$747.55

Clock three · sale or refi

01 · Costs off the top.
02 · Note #1 payoff (plus any prepay) — remaining $334,216 at balloon.
03 · Note #2 payoff $150,000.
04 · Kicker only if the hurdle cleared and the senior did not foreclose. On senior FC the kicker is $0.
05 · Buyer residual $119,600 on the illustrated sale.

A leftover second after refi is a new triangle, not a silent extension.

Intercreditor — counsel checklist, not an executed ICA

01Junior: Note #2 is expressly subordinated. No wrap, no AIC, no subject-to.
02Recording order: deed → mtg 1 → PMM 2 → ICA / kicker memo. Not negotiable on this desk.
03No CLTV sneak: cash down is the only CLTV lever. Resizing the first just resizes the second.
04Senior-default notice: days bargained, not a fake statute.
05Seller right to cure and add the advance to Note #2: days bargained.
06Standstill as the lender form requires — not a 90-day seller veto of the first.
07Insurance and tax with the first; loss-payee order lender then seller.
08Kicker dies on senior foreclosure. Recovery is Note #2 principal + accrued interest.
09Notice addresses = servicer + both counsel. Not a Gmail. Not a kitchen table.
10ICA before the warranty deed records.

After close — static card, not a loan OS

Balances at origination: N1 $350,000 · N2 $150,000
AFR lock: Not locked
Kicker hurdle: Option A · 20% above $550,000
Balloon: $150,000 in 5 years
Servicer: TBD — third-party required
Escrow holder: TBD — licensed title or Florida attorney trust — not SSDF Inc., not Stripe