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Note-on-note · Loan-on-loan · Lender finance

Note-on-note financing: put leverage on the loans you own

For private lenders, debt funds, note buyers and anyone holding a mortgage note. Borrow against performing loans to recycle capital, finance the purchase of discounted non-performing notes, or set up a credit facility to grow your lending platform, without selling the loans you worked to originate.

Single notesPerforming, re-performing and NPL
Credit facilitiesWarehouse lines & repo for originators
Seller-carry notesCash without selling at a discount
1st & 2nd liensCommercial & residential investment loans
The basics

What is note-on-note financing?

Note-on-note financing is a loan secured by a loan. You own a mortgage note made to a property owner; a note-on-note lender lends to you and takes a pledge of that note and an assignment of its mortgage or deed of trust as collateral. The property owner keeps paying you, and you pay your lender.

Recycle capital

Private lenders free up cash tied up in existing loans and make new ones, growing the book without raising new equity.

Increase returns

Borrowing at a lower rate than your note earns raises the levered yield on your equity.

Finance acquisitions

Note investors buy performing and non-performing notes with part of the price financed.

Who it is for: hard-money and bridge lenders, private credit and debt funds, mortgage note investors, family offices, community lenders and individuals or businesses holding seller-financing notes.
How it's structured

Note-on-note structures

The right structure depends on how many loans you have and whether you are originating or buying.

Single-note financing

One loan, one financing: a pledge of the note and a collateral assignment of its mortgage.

Pool financing

A group of loans financed together with cross-collateralization, eligibility criteria and concentration limits.

Warehouse line

A revolving facility for originators: fund each new loan at closing and repay the line when loans pay off or are sold.

Repurchase facility

Loans sold to the facility provider with an agreement to repurchase, common for larger platforms.

NPL / RPL acquisition financing

Leverage on the purchase price of discounted non-performing or re-performing notes.

Back leverage for debt funds

Fund-level or asset-level financing that lets a debt fund lever its loan portfolio.

Construction loan back leverage

Financing a share of each draw on a construction loan the private lender funds.

Seller-carry note financing

Borrowing against a seller-financing note instead of selling it at a discount.

Senior participation / A-note sale

An alternative: sell a senior piece of the loan and keep the higher-yielding junior piece.

DocumentPurpose
Loan agreement & noteYour obligation to the note-on-note lender: rate, term, advance rate, covenants
Allonge / endorsementEndorses the underlying promissory note to the lender or its custodian
Collateral assignment of mortgage / deed of trustGives the lender security in the underlying lien, recorded where required
Pledge of equity & UCCSecurity in the entity that owns the note and in the loan as personal property
Custodial & servicing agreementsOriginal notes held by a custodian; payments collected by a servicer
Consent & cure rightsWhat the note owner can do in a workout and when the lender can step in
Notes & properties

Notes we can help finance

Fix & flip loansBridge loansGround-up construction loansDSCR & rental loansCommercial bridge loansMultifamily loansMixed-use & retail loansIndustrial loansHotel loansLand loans (select)First-lien seller-carry notesSecond liens (select)Non-performing notes (NPL)Re-performing notes (RPL)Discounted note purchasesPortfolio & pool purchasesBusiness-purpose loansParticipations & A-notes
Example transactions

Note-on-note examples

Illustrations of how note-on-note and lender finance is commonly structured. Figures are examples, not quotes, past Win-Win transactions or projections.

70%Note-on-note loan
30%Fund equity in the loan
Illustrative

Debt fund · back leverage on a bridge loan

$10,000,000 first-lien bridge loan at 11% · $15,000,000 property value (67% LTV)

Note-on-note loan70%$7,000,00070% of note balance at 8.5%
Fund equity in the loan30%$3,000,000Retained by the fund

The fund would earn $1,100,000 a year on the bridge loan and pay $595,000 of interest on the note-on-note loan, leaving $505,000 on $3,000,000 of equity: a levered yield of about 16.8% versus 11% unlevered, before fees. The $7M freed up can fund the next loan.

60%NPL acquisition loan
40%Investor equity
Illustrative

Note investor · non-performing note purchase

$4,000,000 UPB defaulted first lien · bought for $2,600,000 · property value $3,800,000

NPL acquisition loan60%$1,560,00060% of purchase price
Investor equity40%$1,040,000Cash at closing

The financing is sized against the purchase price and the property value, about 41% of value. Resolution by modification, discounted payoff or foreclosure repays the loan; the investor's return comes from the discount.

75%Facility advances
25%Lender capital
Illustrative

Private lender · warehouse line

$25,000,000 revolving facility · fix & flip and bridge loans

Facility advances75%Up to 75% of each loanBorrowing base of eligible loans
Lender capital25%Remaining 25%Lender's own funds in each loan

Each new loan is pledged at closing and the facility funds 75% of it; payoffs repay the line and free capacity. With $8M of its own capital, the lender can support a book of about $32M in loans instead of $8M.

65%Note-on-note loan
35%Retained note equity
Illustrative

Seller-carry note · property seller

$1,200,000 first-lien note at 8% · property value $2,500,000

Note-on-note loan65%$780,00065% of note balance
Retained note equity35%$420,000Retained by the seller

Instead of selling the note at a discount, the seller could borrow $780,000 against it (31% of the property value) to fund the next acquisition, and keep the 8% interest on the full note while paying interest only on the $780,000 borrowed.

Sizing

How lenders size note-on-note financing

General market ranges; each lender sets its own eligibility and advance rates.

Note typeTypical advance basisWhat lenders focus on
Performing 1st-lien bridge / commercial~50%–80% of UPB, capped by property valueUnderlying LTV, borrower payment history, property type, maturity
Construction loansShare of each funded drawBudget, draw controls, completion risk, sponsor
Re-performing notes~50%–65% of UPB or priceSeasoning since reinstatement, equity cushion
Non-performing notes~50%–80% of purchase price, lower for weaker collateralDiscount to UPB and value, resolution plan, state foreclosure timelines
Seller-carry notes~50%–70% of UPBFirst-lien position, documentation, payment history, equity
Warehouse / credit facility~65%–85% of eligible loansUnderwriting guidelines, track record, losses, concentration
Market data

Published note-on-note and lender finance terms

Terms disclosed in public filings, program pages and industry publications, as of each source's date. Not offers.

TermPublished figureContextSource
Bank lines to private lendersAdvance about 50%–80% of each loan's balance, subject to LTV limitsIndustry article, AAPL (March 2026)source
Public mREIT note-on-note facilityUp to 80% of pledged loans; SOFR-based pricing; $100M facilitySeven Hills Realty Trust with BMO (2021)source
Bank line to a hard-money lenderBorrowing capped at 70% of eligible mortgage loans; about 7.3% all-in at year-end 2025Manhattan Bridge Capital annual report (FY2025)source
Repurchase facility for a private lender90-day SOFR plus 3%–4%; about 8.7% effective at year-end 2024Sachem Capital disclosures (2024)source
Note-on-note loan program$5M–$75M; 2-year term plus extensions; non-recourse with standard carve-outsReady Capital program pagesource
Bank note finance groupRevolving lines from about $20M; single note-on-note loans typically for underlying loans over $20MWestern Alliance Banksource
How Win-Win helps

From note tape to funded facility

1

Review

Send the loan tape or note file: balance, rate, maturity, lien position, property value and payment history.

2

Structure

Single note, pool, warehouse or repo, or a participation sale. We compare advance rates and all-in cost.

3

Match

We present to banks' lender-finance groups, specialty finance companies, family offices and funds whose box fits.

4

Close

Collateral assignments, custodian, servicer and intercreditor terms coordinated through funding.

Lender financeNote-on-note, warehouse and repo providers in our database
Note buyersInvestors who purchase whole loans and participations
Refi exitsBridge, DSCR and agency lenders to take out underlying loans
2,000+Lenders and capital partners in the Win-Win database
Glossary

Note-on-note terms, defined

Underlying loanThe mortgage loan you own, made to the property owner; it is the collateral for note-on-note financing.
Collateral assignmentAssignment of the mortgage or deed of trust to the note-on-note lender as security, recorded where required.
AllongeA document attached to a promissory note to endorse it to another party.
CustodianA third party that holds the original notes and collateral files for the lender.
Advance rateThe percentage of the note balance (or purchase price) the lender will finance.
Borrowing baseThe eligible collateral pool that determines availability under a credit facility.
Warehouse lineA revolving facility that funds new loans as they close until they are sold or refinanced.
Repurchase facility (repo)A financing where the lender buys loans and the seller agrees to buy them back at a set price.
A/B note / participationSplitting a loan into senior and junior pieces, or selling a percentage interest in it.
NPL / RPLNon-performing loan / re-performing loan: defaulted loans and loans that resumed paying after a default.
UPBUnpaid principal balance of a loan.
Levered yieldThe return on your own equity in a note after paying interest on the note-on-note loan.
Share a Scenario · Confidential

Finance a note or a loan book

Tell us about the note(s) or the platform. We'll come back with the structures and lenders that fit.

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Working on note-on-note financing? Share a scenario in two minutes. Explain it in your own words and we'll match it against our database of 2,000+ lenders and capital partners and come back with options. Confidential, no credit pull, no obligation.

Questions

Note-on-note financing FAQ

What is note-on-note financing?

Note-on-note financing (also called loan-on-loan, note financing or lender finance) is a loan to the holder of a mortgage note, secured by a pledge or collateral assignment of that note and its underlying mortgage or deed of trust. The borrower is a lender, debt fund or note investor, and the collateral is the loan it owns rather than the real estate directly.

Who uses note-on-note financing?

Private and hard-money lenders that want to recycle capital, debt funds adding back leverage, note investors buying performing or non-performing loans, family offices and sellers holding seller-financing notes who want cash without selling the note.

How much can I borrow against a note?

Advance rates vary with the quality of the note and the property. Published ranges run roughly 50% to 80% of the note's unpaid balance on performing first-lien loans, typically also capped by the underlying property's value. Non-performing notes are usually sized against the purchase price rather than the balance.

What is the difference between note-on-note and a warehouse line?

Note-on-note usually finances one loan or a small group of loans. A warehouse line or credit facility is a revolving facility that lets an originator fund many loans and pledge them as they close, with eligibility criteria, concentration limits and a borrowing base.

Can I finance the purchase of a non-performing note?

Yes. NPL acquisition financing lends part of the purchase price of a discounted defaulted note, secured by the note and its mortgage. Lenders look at the discount to unpaid balance and to property value, the path to resolution (modification, payoff, foreclosure or deed-in-lieu) and the investor's track record.

What documents are involved?

A promissory note and loan agreement between you and the note-on-note lender, an allonge or endorsement of the underlying note, a collateral assignment of the mortgage or deed of trust, a pledge of the entity that owns the note, UCC filings and usually a custodian holding the original note. A servicer collects payments on the underlying loan.

Is note-on-note the same as selling a participation?

No. In a participation or A/B note structure, you sell part of the loan itself to another lender. In note-on-note, you keep the whole loan and borrow against it. Both raise capital from an existing loan; we'll compare them for your situation.

What happens if the underlying borrower defaults?

You, as the note owner, typically control the workout, subject to the note-on-note lender's consent rights, and must keep paying your own loan. Agreements define cure rights, how foreclosure proceeds are applied and when the note-on-note lender can step in.

Can seller-financing notes be financed?

Often yes, if the note is a first lien on real estate with adequate equity, a reasonable payment history and standard documentation. It's an alternative to selling the note at a discount.

What loan sizes are available?

From smaller single-note financings for individual note investors to institutional credit facilities for debt funds and large one-off loan-on-loan transactions. Our database includes lenders across that range.

Win-Win Capital Funding, LLC arranges financing and introduces borrowers to lenders and may be compensated. Note financing and the purchase or sale of loan interests may be subject to licensing and securities laws that vary by state and transaction; parties should consult counsel. Examples are illustrations, not quotes, commitments or past Win-Win transactions.

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