RECEIVABLES ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.5
THIS RECEIVABLES ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement” or this “Assignment and
Assumption Agreement”), dated and effective as of March 5, 2010 , is entered into by and between
CENTERLINE HOLDING COMPANY, a Delaware statutory trust (“CHC”), CENTERLINE CAPITAL GROUP
INC., a Delaware corporation (“CCG”), CENTERLINE AFFORDABLE HOUSING ADVISORS LLC, a
Delaware limited liability company (“CAHA”), CENTERLINE GUARANTEED MANAGER LLC, a Delaware
limited liability company (“Guaranteed Manager”), each of the entities listed on Schedule A
under the heading Credit Enhanced Fund General Partner (each a “Credit Enhanced Fund
General Partner”, and collectively the “Credit Enhanced Fund General
Partners”), each of the entities listed on Schedule A under the heading Credit Enhanced
Partnership General Partner (each a “Credit Enhanced Partnership General Partner”, and
collectively the “Credit Enhanced Partnership General Partners”), each of the entities
listed on Schedule B under the heading Special Limited Partner (each a “Special Limited
Partner”, and collectively the “Special Limited Partners” and, together with CHC, CCG,
CAHA, Guaranteed Manager, the Credit Enhanced Fund General Partners and the Credit Enhanced
Partnership General Partners, the “Assignors”) and CENTERLINE FINANCIAL HOLDINGS LLC
(“CFin Holdings” or “Assignee” ).
W I T N E S S E T H :
WHEREAS, Guaranteed Manager is the manager of each of the respective Credit Enhanced Fund
General Partners and of each of the Special Limited Partners except for RCC Credit Enhanced SLP LP
- Series A, a Delaware limited partnership, of which RCC Credit Enhanced Asset Managers LLC-Series
A, a Delaware limited liability company (and a Credit Enhanced Fund General Partner), is the
general partner;
WHEREAS, each Credit Enhanced Fund General Partner is (i) the general partner of the
respective limited partnership listed on Schedule A in the same row as that Credit Enhanced Fund
General Partner under the heading Credit Enhanced Fund (each, a “Credit Enhanced
Fund” and collectively, the “Credit Enhanced Funds”); (ii) the managing
member of the respective Credit Enhanced Partnership General Partner listed on Schedule A in the
same row as that Credit Enhanced Fund General Partner under the heading Credit Enhanced Partnership
General Partner (each a “Credit Enhanced Partnership General Partner” and collectively, the
“Credit Enhanced Partnership General Partners”), and each such Credit Enhanced Partnership
General Partner is the general partner of the respective limited partnership listed on Schedule A
in the same row as that Credit Enhanced Partnership General Partner under the heading Credit
Enhanced Partnership (each a “Credit Enhanced Partnership” and collectively, the
“Credit Enhanced Partnerships”);
WHEREAS, CAHA is the sole member of Guaranteed Manager and CCG is the sole member of CAHA;
WHEREAS, pursuant to that certain Master Novation Stabilization, Assignment, Allocation,
Servicing and Asset Management Agreement, dated as of even date hereof (the “Master
Agreement”) by and among CHC, CCG, CAHA, Guaranteed Manager, CFin Holdings, Centerline Mortgage
Capital Inc., a Delaware corporation, and Natixis Financial Products Inc., a Delaware corporation
(“Natixis”), CFin Holdings has among other things agreed to cause to be advanced to the
Credit Enhanced Funds amounts necessary to cause Stabilization to occur with respect to certain
Properties, and in consideration of such obligation, Assignors will transfer, assign and convey
(“Transfer”) to CFin Holdings the Receivables defined in Section 1 below;
WHEREAS, each of the Assignors believes that making the Transfers contained herein is in the
best interests of the Assignors and each of the Credit Enhanced Funds, Credit Enhanced Partnerships
and Credit Enhanced Local Partnerships, in which the Assignors hold a direct or indirect interest:
NOW, THEREFORE, it is hereby agreed as follows:
Section 1. Transfers of Receivables. Subject to the other terms of this Agreement, for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
respective Assignors hereby Transfer to CFin Holdings all right, title, claim and interest of the
respective Assignors in and to the following, whether presently owed and/or accrued or owed or
accrued in the future (such rights being, collectively, the “Receivables”):
(a) the Fee Rights;
(b) the Loan Receivables;
(c) the agreements and other contractual rights and interests that give rise to or
create the Fee Rights and Loan Receivables; and
(d) all other rights and assets set forth in Exhibit 4.3 to the Master Agreement.
It is expressly acknowledged by the parties hereto that
(i) CFin Holdings is not assuming any liabilities of any Assignor with respect
to the Receivables by virtue of acceptance of the Transfer of Receivables contained
herein;
(ii) each Assignor agrees that it will not cause or permit any Receivable, or
any agreement, instrument or interest that gives rise, or could give rise, to a
Receivable, to be converted into an equity interest (however designated); and
(iii) the Transfers of the Receivables to CFin Holdings are intended to be
absolute transfers, assignments and conveyances in exchange for the consideration
provided by CFin Holdings under this Agreement and the other Restructuring
Documents, and not merely a collateral grant. However, if for any reason the
Transfer of the Receivables to CFin Holdings is deemed not to be an
2
absolute transfer, assignment and conveyance, then the Assignors hereby grant a
security interest on the Receivables (and proceeds thereof) in favor of CFin
Holdings to secure their obligations to CFin Holdings under this Agreement.
Section 2. Directions to Constituent Parties.
(a) Guaranteed Manager shall cause the respective Credit Enhanced Fund to pay the Asset
Management Fees, Disposition Fees and other Fee Rights to CFin Holdings and to repay the
Loan Receivables as and when such Asset Management Fees, Disposition Fees and other Fee
Rights or Loan Receivables may become payable under the terms of the respective Credit
Enhanced Partnership Agreement. The Assignors make no representation as to whether the
Credit Enhanced Funds will have sufficient assets to pay the Asset Management Fees and
Disposition Fees or the Loan Receivables, either when due or at any other time.
(b) The Assignors shall direct all payors with respect to the Receivables to remit all
payments with respect to the Receivables directly to the Operating Account unless otherwise
directed by Natixis (and any payments made by any payor to any other account, or in any
other manner, shall not discharge any obligations of such payor in respect of such
Receivables), and each Assignor hereby agrees that to the extent it is a payor with respect
to any Receivable, it shall remit all payments thereon to the Operating Account.
(c) If any Assignor or any Credit Enhanced Fund receives any amount with respect to a
Receivable, it shall immediately remit such amount to the Operating Account.
(d) Each of the Credit Enhanced Funds and Credit Enhanced Fund General Partners, by
executing this Agreement acknowledge such directions.
Section 3. No Other Encumbrances of Membership Interest. The Assignors hereby jointly and
severally covenant and warrant to CFin Holdings that (a) the Assignors have not executed any prior
transfer, assignment, conveyance or pledge which is still valid of any Assignor’s interest in the
Receivables, (b) each Assignor has full right and authority to make this Agreement, (c) this
Agreement is enforceable against each Assignor and (d) each Assignor will not transfer, sell,
convey or make any additional assignment of the Receivables (other than pursuant to this Agreement
or pursuant to any pledge given to CFin Holdings or Natixis in connection with their obligations to
the Credit Enhanced Partnerships).
Section 4. Representations And Warranties of Assignor. The Assignors hereby jointly and
severally, represent and warrant to CFin Holdings that as of the date hereof:
(a) The rights and interests being conveyed hereunder constitute valid and existing
rights and interests of the Assignors, and each Assignor has full legal title to, and has
not designated to any other Person, the right to receive payment with respect to any right
or interest it purports to Transfer hereunder.
3
(b) Each Assignor’s respective Organizational Documents are in full force and effect
and constitute the valid, legal and binding obligations of the respective parties thereto.
There are no defaults currently existing under the Assignors’ corporate, organizational or
company governance documents and agreements and no events exist which, with the giving of
notice or passage of time or both, would constitute defaults under such documents or
agreements.
(c) Each Assignor has been duly formed and is in good standing in the State of Delaware
and in each jurisdiction in which it is required to be in good standing; all necessary
certificates, and all amendments thereto, have been duly recorded in the proper public
records, and no state of facts now exists with respect to the Assignors that does not
conform to the applicable certificates.
(d) Guaranteed Manager will not, by reason of entering into this Agreement, cease to be
the manager of the Credit Enhanced Funds, the Local General Partners or the Special Limited
Partners.
(e) The Master Agreement provides a direct and tangible benefit to the Assignors.
(f) The Receivables as of the date hereof are as set forth on Exhibit 4.3 of the Master
Agreement.
Section 5. Covenants of Assignor Irrespective of Default. From and after the date of this
Agreement, the Assignors hereby covenant and warrant that:
(a) The Assignors will not, with respect to the Credit Enhanced Funds, without the
prior written consent of CFin Holdings and Natixis or unless otherwise permitted herein,
take any action that could subordinate the present rights of Assignors to receive payments
of the Asset Management Fees and Disposition Fees or Loan Receivables to any other rights of
third parties.
(b) The Assignors will not, without the prior written consent of CFin Holdings and
Natixis, sell, transfer by gift, or otherwise alienate or dispose of any part of any
Assignor’s interest in the Credit Enhanced Entities.
(c) The Assignors will not, without the prior written consent of CFin Holdings and
Natixis, amend, modify, or rescind any Organizational Documents or waive any rights
thereunder, except those which are not material in nature and do not and will not, in the
future, affect in any manner, the rights of CFin Holdings hereunder.
(d) The Assignors will not, without the prior written consent of CFin Holdings and
Natixis, take or consent to any action which could result in a sale, encumbrance or
hypothecation of any or all of the Receivables that are the subject of the Transfers
hereunder.
4
(e) The Assignors will, immediately after obtaining knowledge thereof, give written
notice to CFin Holdings in the event of any default under any Organizational Documents by
any party thereto.
(f) No Assignor shall, nor shall it permit any of its Subsidiaries to, cause any
payment or distribution in respect of any equity interest in any Centerline Controlled
Entity (other than any Credit Enhanced Partnership) to be made to any Person unless such
payment or distribution is made to CFin Holdings.
Section 6. No Conflicting Agreements. The Assignors hereby covenant and warrant to CFin
Holdings that this Agreement does not and will not constitute a default by the Assignors or any of
the Credit Enhanced Entities under the Organizational Documents or any mortgage, deed of trust,
security agreement, loan agreement, or other contract or agreement to which the Assignors or any of
the Credit Enhanced Entities are a party.
Section 7. Binding Effect of Agreement. This Agreement will remain in full force and effect
so long as the Credit Enhanced Funds are in existence and each Credit Enhanced Fund General Partner
is the general partner of the respective Credit Enhanced Fund or any Receivables remain payable,
and will bind and benefit the successors and permitted assigns of the Assignors and CFin Holdings.
In any event this Agreement shall not terminate prior to the Full Distribution Date. CFin Holdings
may at any time assign or otherwise transfer, in whole or in part, any interest it may have
hereunder including (without limitation) pursuant to the Security Agreement and, in connection with
any enforcement of rights under the Security Agreement, the Administrative Agent shall have the
right to cause CFin Holdings’ rights hereunder to be transferred to any person or entity selected
by the Administrative Agent, all without notice to or consent by any Assignor. No Credit Enhanced
Fund General Partner shall transfer or assign its interest in the respective Credit Enhanced Fund,
nor shall Guaranteed Manager transfer or assign its interest in the Credit Enhanced Partnership
General Partner, without the prior written consent of CFin Holdings, which may be conditioned upon
such assignee’s or transferee’s assumption in writing of each Assignor’s interests, rights and
obligations in and under this Agreement. Nothing contained herein shall prohibit any party from
assigning their rights, other than their rights in connection with the Receivables, as collateral
security for a loan to such party or its Affiliates.
Section 8. Remedies.
(a) The rights, powers and remedies given to CFin Holdings by this Agreement will be in
addition to all rights, powers and remedies given to CFin Holdings by virtue of any statute
or rule of law.
(b) No act done or omitted by CFin Holdings pursuant to the rights and powers granted
to it by this Agreement will be deemed a waiver by CFin Holdings of its rights and powers
pursuant to any instrument executed in connection with this Agreement and is made and
accepted without any prejudice to any of the rights and powers possessed by CFin Holdings
with regard to the terms of any such instruments executed in connection therewith.
5
Section 9. No Petition. Each Assignor hereby agrees (which agreement shall be binding upon
its successors, assigns and participants) that, notwithstanding any other provision of this
Agreement to the contrary, it shall not, prior to the date that is one year and one day (or, if
longer, one day longer than any applicable preference period then in effect) after the Full
Distribution Date, institute against, or join any other Person in instituting against, CFin
Holdings, any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation
proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws. Nothing
in this Section 9 shall preclude, or be deemed to stop, such party (i) from taking any action prior
to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or
commenced by CFin Holdings or (B) any involuntary insolvency proceeding filed or commenced by a
Person other than such party or any of its Affiliates or (ii) from commencing against CFin Holdings
or any of its properties any legal action which is not a bankruptcy, reorganization, arrangement,
insolvency, moratorium or liquidation proceeding.
Each Assignor agrees that the terms of this Section 9 are for the benefit of the
Administrative Agent and the Lender (and their respective successors, assigns and participants)
under the Credit Agreement, and shall be directly enforceable by the Administrative Agent (on
behalf of itself and the Lender and their respective successors, assigns and participants),
including, without limitation, by injunctive relief and other specific performance, as if such
Persons were direct parties hereto.
CFin Holdings agrees that it shall not, after the date hereof, become party to any agreement
that does not include “non-petition” provisions therein that are substantively the same as the
provisions set forth above in this Section 9 (and shall not amend or eliminate any “non-petition”
provisions in any agreement to which it is party).
The provisions of this Section 9 shall survive termination of this Agreement.
Section 10. 1Third Party Beneficiary. Notwithstanding anything herein to the
contrary, the parties hereto agree that the Administrative Agent shall be an express direct third
party beneficiary of all of the agreements, undertakings and obligations of the Assignors contained
in this Agreement, and acknowledge the security interest held by the Administrative Agent in and to
the Receivables that are the subject of the Transfers herein. The Assignors hereby authorize the
Administrative Agent to file any Uniform Commercial Code financing statements (including “all
assets” financing statements) required by the Administrative Agent to perfect (i) the Transfer of
Receivables hereunder (including prior Transfers to any Receivables Assignor) and (ii) (for back-up
security interest purposes only) the security interest created in Section 1(iii) hereof.
Section 11. Governing Law. This Agreement will be governed by and construed in accordance
with the internal laws of the State of New York.
Section 12. Amendment. None of the terms or provisions of this Agreement may be waived,
altered, modified, limited or amended except by an agreement executed by the Assignors and CFin
Holdings.
| 1 | Note: Unnecessary — protected by fraud/theft statutes |
6
Section 13. Rights Supplement. The rights granted to CFin Holdings herein will be
supplementary and in addition to those granted in any other agreements with respect to the Credit
Enhanced Funds.
Section 14. Notices. All notices and communications provided for hereunder will be in writing
and sent (a) by facsimile if the sender on the same day sends a confirming copy of such notice by a
recognized overnight delivery service (changes prepaid), (b) by registered or certified mail with
return receipt requested (postage prepaid) or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:
| If to CFin Holdings: | Centerline Capital Group Inc. | |||
| 000 Xxxxxxx Xxxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| Attention: Xxxxxx X. Xxxx | ||||
| with copies to: | Natixis Financial Products Inc. | |||
| 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| Attention: Xxxxx Xxxxxxxxx | ||||
| and | ||||
| Natixis Capital Markets | ||||
| 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| Attention: General Counsel | ||||
| If to the Assignor: | Centerline Capital Group Inc. | |||
| 000 Xxxxxxx Xxxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| Attention: Xxxxxx X. Xxxx | ||||
| with copies to: | Paul, Hastings, Xxxxxxxx & Xxxxxx LLP | |||
| 00 Xxxx 00xx Xxxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| Attention: Xxxx X. Xxxxx, Esq. |
Section 15. Counterparts. This Agreement may be executed in any number of counterparts, and
all such counterparts executed and delivered, each as an original, will constitute but one and the
same executed and delivered document.
7
Section 16. Definitions. All capitalized terms used, but not defined herein, shall have the
meaning ascribed to them in the Master Agreement.
[Remainder of page intentionally left blank]
8
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement
by their duly authorized representatives as of the day and year first above written.
| CENTERLINE HOLDING COMPANY |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx: | ||||
| Chief Executive Officer and President | ||||
| CENTERLINE CAPITAL GROUP INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer | ||||
| CENTERLINE AFFORDABLE HOUSING ADVISORS LLC |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
| CENTERLINE GUARANTEED MANAGER LLC |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer | ||||
| CENTERLINE FINANCIAL HOLDINGS LLC |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chairman | ||||
Signature Page to Receivables Assignment and Assumption Agreement
| EACH OF THE FUND GENERAL PARTNERS LISTED ON SCHEDULE A |
||||
| By: | Centerline Guaranteed Manager, its manager | |||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer | ||||
| EACH OF THE SPECIAL LIMITED PARTNERS LISTED ON SCHEDULE B (EXCEPT FOR RCC CREDIT ENHANCED SLP LP- SERIES A) |
||||
| By: | Centerline Guaranteed Manager, its manager | |||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer | ||||
| RCC CREDIT ENHANCED SLP LP — SERIES A |
||||
| By: | RCC Credit Enhanced Asset Managers LLC- Series A, its general partner | |||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
RCC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES A, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| RCC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES B, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| RCC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES C, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| RCC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES D, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| CHARTERMAC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES E, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| CHARTERMAC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES F, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
CHARTERMAC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES G, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| CENTERLINE CREDIT ENHANCED ASSET MANAGERS LLC-SERIES H, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| CHARTERMAC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES I, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| CHARTERMAC CREDIT ENHANCED ASSET MANAGERS LLC-SERIES J, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| CENTERLINE CREDIT ENHANCED ASSET MANAGERS LLC-SERIES K, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
| CENTERLINE CREDIT ENHANCED ASSET MANAGERS LLC-SERIES L, NUMBER 1 |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
Centerline Credit Enhanced Partners LP- Series A
By: RCC Credit Enhanced Asset Managers LLC — Series A, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Centerline Credit Enhanced Partners LP- Series B
By: RCC Credit Enhanced Asset Managers LLC — Series B, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
Centerline Credit Enhanced Partners LP- Series C
By: RCC Credit Enhanced Asset Managers LLC — Series C, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Centerline Credit Enhanced Partners LP- Series D
By: RCC Credit Enhanced Asset Managers LLC — Series D, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
Centerline Credit Enhanced Partners LP- Series E
By: CharterMac Credit Enhanced Asset Managers LLC — Series E, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Centerline Credit Enhanced Partners LP- Series F
By: CharterMac Credit Enhanced Asset Managers LLC — Series F, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
Centerline Credit Enhanced Partners LP- Series G
By: CharterMac Credit Enhanced Asset Managers LLC — Series G, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Centerline Credit Enhanced Partners LP- Series H
By: Centerline Credit Enhanced Asset Managers LLC — Series H, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
Centerline Credit Enhanced Partners LP- Series I
By: CharterMac Credit Enhanced Asset Managers LLC — Series I, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Centerline Credit Enhanced Partners LP- Series J
By: CharterMac Credit Enhanced Asset Managers LLC — Series J, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
Centerline Credit Enhanced Partners LP- Series K
By: Centerline Credit Enhanced Asset Managers LLC — Series K, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Centerline Credit Enhanced Partners LP- Series L
By: Centerline Credit Enhanced Asset Managers LLC — Series L, its general partner
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
Centerline Guaranteed Manager LLC, as manager of
0000 Xxxxx Xxxx LLC
0000 Xxxxxxxx Xxxxx Xxxxxx LLC
0000 Xxxx Xxxxx Xxx LLC
0000 Xxxxxxxxx Xxxx LLC
00000 Xxxxxxxxxxx Xxxx LLC
CCL East Riverside Road LLC
CCL Airport Road LLC
CCL West St. Xxxxxxx Drive LLC
CCL Southeast Xxxxxxxx School Road LLC
X-00 Xxxxx Xxxxxxx Xxxx LLC
0000 Xxxxxxxx Xxxxx Xxxxxx LLC
0000 Xxxx Xxxxx Xxx LLC
0000 Xxxxxxxxx Xxxx LLC
00000 Xxxxxxxxxxx Xxxx LLC
CCL East Riverside Road LLC
CCL Airport Road LLC
CCL West St. Xxxxxxx Drive LLC
CCL Southeast Xxxxxxxx School Road LLC
X-00 Xxxxx Xxxxxxx Xxxx LLC
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
RCC Guaranteed SLP III, LP-Series A
By: RCC Guaranteed Asset Managers III LLC — Series A, its general partner
By: Centerline Guaranteed Manager LLC, its manager
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer | ||||
Centerline Texas GP Holdings LLC
By: Centerline GP Holdings LLC, its managing member
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Member | ||||
Centerline HA LLC
| By: | Centerline Affordable Housing Advisors LLC, | |||
| its managing member | ||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Chief Executive Officer and President | ||||
Signature Page to Receivables Assignment and Assumption Agreement
The foregoing Assignment and Assumption Agreement
is hereby confirmed and acknowledged.
is hereby confirmed and acknowledged.
0000 Xxxxxxx Xxxx LLC
| By: | Centerline Texas GP Holdings LLC,
its sole member |
|||
| By: | Centerline GP Holdings LLC, its managing member | |||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Member | ||||
Signature Page to Receivables Assignment and Assumption Agreement
SCHEDULE A
| Credit Enhanced Fund General | Credit Enhanced Partnership General | |||||
| Credit Enhanced Fund | Credit Enhanced Partnership | Partner | Partner | |||
Centerline Credit
Enhanced Partners
LP-Series A
|
Centerline Credit Enhanced Partnership LP-Series A, Number 1 | RCC Credit Enhanced Asset Managers LLC-Series A | RCC Credit Enhanced Asset Managers LLC-Series A, Number 1 | |||
Centerline Credit
Enhanced Partners
LP-Series B
|
Centerline Credit Enhanced Partnership LP-Series B, Number 1 | RCC Credit Enhanced Asset Managers LLC-Series B | RCC Credit Enhanced Asset Managers LLC-Series B, Number 1 | |||
Centerline Credit
|
Centerline Credit Enhanced | RCC Credit Enhanced | RCC Credit Enhanced | |||
Enhanced Partners
LP-Series C
|
Partnership LP-Series C, Number 1 | Asset Managers LLC-Series C | Asset Managers LLC-Series C, Number 1 | |||
Centerline Credit
Enhanced Partners
LP-Series D
|
Centerline Credit Enhanced Partnership LP-Series D, Number 1 | RCC Credit Enhanced Asset Managers LLC-Series D | RCC Credit Enhanced Asset Managers LLC-Series D, Number 1 | |||
Centerline Credit
Enhanced Partners
LP-Series E
|
Centerline Credit Enhanced Partnership LP-Series E, Number 1 | CharterMac Credit Enhanced Asset Managers LLC-Series E |
CharterMac Credit Enhanced Asset Managers LLC-Series E, Number 1 |
|||
Centerline Credit
Enhanced Partners
LP-Series F
|
Centerline Credit Enhanced Partnership LP-Series F, Number 1 | CharterMac Credit Enhanced Asset Managers LLC-Series F |
CharterMac Credit Enhanced Asset Managers LLC-Series F, Number 1 |
|||
Centerline Credit
Enhanced Partners
LP-Series G
|
Centerline Credit Enhanced Partnership LP-Series G, Number 1 | CharterMac Credit Enhanced Asset Managers LLC-Series G |
CharterMac Credit Enhanced Asset Managers LLC-Series G, Number 1 |
|||
Centerline Credit
Enhanced Partners
LP-Series H
|
Centerline Credit Enhanced Partnership LP-Series H, Number 1 | Centerline Credit Enhanced Asset Managers LLC-Series H |
Centerline Credit Enhanced Asset Managers LLC-Series H, Number 1 |
|||
Centerline Credit
Enhanced Partners
LP-Series I
|
Centerline Credit Enhanced Partnership LP-Series I, Number 1 | CharterMac Credit Enhanced Asset Managers LLC-Series I |
CharterMac Credit Enhanced Asset Managers LLC-Series I, Number 1 |
|||
Centerline Credit
Enhanced Partners
LP-Series J
|
Centerline Credit Enhanced Partnership LP-Series J, Number 1 | CharterMac Credit Enhanced Asset Managers LLC-Series J |
CharterMac Credit Enhanced Asset Managers LLC-Series J, Number 1 |
|||
Centerline Credit
Enhanced Partners
LP-Series K
|
Centerline Credit Enhanced Partnership LP-Series K, Number 1 | Centerline Credit Enhanced Asset Managers LLC-Series K |
Centerline Credit Enhanced Asset Managers LLC-Series K, Number 1 |
|||
Centerline Credit
Enhanced Partners
LP-Series L
|
Centerline Credit Enhanced Partnership LP-Series L, Number 1 | Centerline Credit Enhanced Asset Managers LLC-Series L |
Centerline Credit Enhanced Asset Managers LLC-Series L, Number 1 |
SCHEDULE B
Special Limited Partners
RCC Credit Enhanced SLP LP — Series A
RCC Credit Enhanced SLP LLC — Series B
RCC Credit Enhanced SLP LLC — Series C
RCC Credit Enhanced SLP LLC — Series D
CharterMac Credit Enhanced SLP LLC — Series E
CharterMac Credit Enhanced SLP LLC — Series F
CharterMac Credit Enhanced SLP LLC — Series G
Centerline Credit Enhanced SLP LLC — Series H
CharterMac Credit Enhanced SLP LLC — Series I
CharterMac Credit Enhanced SLP LLC — Series J
Centerline Credit Enhanced SLP LLC — Series K
Centerline Credit Enhanced SLP LLC — Series L
RCC Credit Enhanced SLP LLC — Series B
RCC Credit Enhanced SLP LLC — Series C
RCC Credit Enhanced SLP LLC — Series D
CharterMac Credit Enhanced SLP LLC — Series E
CharterMac Credit Enhanced SLP LLC — Series F
CharterMac Credit Enhanced SLP LLC — Series G
Centerline Credit Enhanced SLP LLC — Series H
CharterMac Credit Enhanced SLP LLC — Series I
CharterMac Credit Enhanced SLP LLC — Series J
Centerline Credit Enhanced SLP LLC — Series K
Centerline Credit Enhanced SLP LLC — Series L
