AGREEMENT WITH RESPECT TO COLLATERAL
Exhibit 10.47.L
EXECUTION COPY
AGREEMENT WITH RESPECT TO COLLATERAL
This Agreement With Respect to Collateral, dated as of March 6, 2008 (this “Agreement”), is by
and among MUNIMAE TEI HOLDINGS, LLC, a Maryland limited liability company (together with its
successors and assigns, the “Pledgor”), XXXXXXX XXXXX CAPITAL SERVICES, INC., a Delaware
corporation (together with its successors and assigns, “MLCS,” and collectively with MLPFS
as defined below, the “Pledgee”), XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, a
Delaware corporation (together with its successors and assigns, “MLPFS”), MUNICIPAL
MORTGAGE & EQUITY, LLC, a Delaware limited liability company (together with its successors and
assigns, the “Guarantor”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association (together with its successors and assigns, the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, the parties hereto have previously entered into that certain Fourth Amended and
Restated Pledge and Security Agreement dated as of July 11, 2005 (as amended, restated and/or
supplemented from time to time, the “2005 Pledge Agreement”);
WHEREAS, all capitalized terms used but not defined herein shall have the meaning set forth in
the 2005 Pledge Agreement;
WHEREAS, the Pledgor wishes to execute a Pledge Agreement in favor of the Pledgee dated as of
March 6, 2008 relating to this Agreement (as amended, restated and/or supplemented from time to
time, the “2008 Pledge Agreement”), so that the Collateral as defined therein can serve as
Collateral under the 2005 Pledge Agreement;
WHEREAS, the parties hereto wish to set forth their understanding in connection with the
posting of such Collateral;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby specifically acknowledged, the parties hereto hereby agree as follows:
1. As used herein, the terms “Related Pledge Agreements” and “Related Swap Agreements” have
the meaning assigned to such terms in the 2008 Pledge Agreement.
2. The Collateral under the 2008 Pledge Agreement shall serve as Collateral for the
Obligations under the 2005 Pledge Agreement. For purpose of determining whether the Minimum
Required Collateral Amount is satisfied, the Pledgee has agreed to value such Collateral at an
amount equal to 50% of the market value of the Pledged Equity (as defined in the 2008 Pledge
Agreement) determined by MLCS from time to time at its own election and which amount shall equal
the market value of the bonds owned by MuniMae XX Xxxx Subsidiary, LLC (“XX Xxxx Sub”) as
determined by MLCS in its sole discretion exercised in good faith (and
consistent with MLCS’s valuation of other multifamily housing bonds of similar credit and
quality) together with any cash held by XX Xxxx Sub not required to pay dividends or any accrued
interest less the cost of paying off any senior obligations of XX Xxxx Sub and extinguishing any
preferred shares of XX Xxxx Sub with such costs determined by MLCS in its sole discretion exercised
in good faith; provided (i) the value of such Collateral for purposes of determining whether the
Minimum Required Collateral Amount is satisfied shall never exceed an amount equal to $100,000,000
multiplied by a percentage equal to the number of shares of MuniMae XX Xxxx Subsidiary, LLC (“XX
Xxxx Sub”) pledged to the Pledgee pursuant to the 2008 Pledge Agreement divided by the total number
of shares of XX Xxxx Sub outstanding. Notwithstanding the foregoing, the value of such Collateral
for purposes of determining whether the Minimum Required Collateral Amount is satisfied shall be
deemed zero if less than 100% of the equity interests in XX Xxxx Sub outstanding are pledged to
MLCS in the aggregate pursuant to the Pledge Agreement and the Related Pledge Agreements, and (ii)
if the market value of the Pledged Equity under the Pledge Agreement and under each of the Related
Pledge Agreements in the aggregate, as determined by MLCS is less than $50,000,000, the value of
such Collateral for purposes of determining whether the Minimum Required Collateral Amount is
satisfied shall be zero.
3. Notwithstanding any language in the 2005 Pledge Agreement to the contrary, no Collateral as
defined in the 2005 Pledge Agreement shall be released, and any Collateral existing on the date
hereof with respect to the 2005 Pledge Agreement that expires prior to termination of the 2005
Pledge Agreement shall be required to be replaced with substitute collateral with a value equal to
the collateral expiring (e.g., if a $1,000,000 letter of credit valued at 100% is expiring it shall
be replaced with $1,000,000 in cash or other collateral with a value of $1,000,000) unless the
Pledgor and/or its affiliates post sufficient collateral with the Pledgee to satisfy their
collateral posting obligations under the 2005 Pledge Agreement and each of the Related Swap
Agreements without consideration of any pledge of MuniMae TEI’s interest in XX Xxxx Sub and the
Pledgee is required to release its security interest in the Pledged Equity as described in
subsection (4) below; provided, however, to the extent that any fixed amount comprising a component
of the Minimum Required Collateral Amount is permanently reduced and not subject to xxxx-to market
changes, collateral with a value equal to such permanent reduction shall be released to the Pledgor
to the extent such collateral is in excess of the Minimum Required Collateral Amount.
4. The Pledgee shall release its security interest in all Collateral (as defined in the
2008 Pledge Agreement), including without limitation, the Pledged Equity, and agrees to terminate
the 2008 Pledge Agreement, the Related Pledge Agreements and any guarantees of MuniMae TEI secured
solely thereby, at any time Pledgor and/or its affiliates post sufficient collateral with the
Pledgee to satisfy their obligations under the 2005 Pledge Agreement and the Related Swap
Agreements without consideration of any pledge of MuniMae TEI’s interest in XX Xxxx Sub (with the
understanding that once terminated the Pledgee shall not be required to accept a similar pledge of
the interests of XX Xxxx Sub in the future).
5. The Pledgee shall release its security interest in the Pledged Equity at any time in order
to allow such Pledged Equity to be pledged to MLCS pursuant to one or more Related Pledge
Agreements simultaneously with such release, and agrees to cooperate with the Pledgor
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to effectuate such transfer of Pledged Equity, but in each case only to the extent that the
2005 Pledge Agreement is over collateralized.
6. To the extent of any inconsistency between the 2005 Pledge Agreement and the 2008 Pledge
Agreement, the 2008 Pledge Agreement shall control.
7. While the 2008 Pledge Agreement is outstanding, an Event of Default under any Related Swap
Agreement (other than an Event of Default caused by MLCS or one of its affiliates) shall be an
Event of Default under the 2005 Pledge Agreement and the 2008 Pledge Agreement.
8. This Agreement may be executed in any number of counterparts, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement With Respect to Collateral
to be duly executed, all as of the day and year first above written.
| MUNIMAE TEI HOLDINGS, LLC, a Maryland limited liability company, as Pledgor |
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| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature page to Agreement With Respect to Collateral]
| XXXXXXX XXXXX CAPITAL SERVICES, INC., a Delaware corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature page to Agreement With Respect to Collateral]
| XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, a Delaware corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature page to Agreement With Respect to Collateral]
| MUNICIPAL MORTGAGE & EQUITY, LLC, as Guarantor |
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| By: | ||||
| Name: | ||||
| Title: | ||||
[Signature page to Agreement With Respect to Collateral]
| U.S. BANK TRUST NATIONAL ASSOCIATION, as Collateral Agent |
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| By: | ||||
| Name: | ||||
| Title: | ||||
