EX-10.1






FOURTH AMENDED AND COMPLETELY RESTATED LOAN AGREEMENT




THIS FOURTH AMENDED AND COMPLETELY RESTATED LOAN AGREEMENT (the “Agreement”) is executed to be
effective as of 23rd day of February, 2007 (the “Effective Date”) by and among Synovus
Bank of Tampa Bay, a Florida banking corporation f/k/a United Bank And Trust Company and f/k/a
United Bank Of Pinellas (such party and its successors and assigns the “Lender”), MMA Capital
Corporation, a Michigan corporation f/k/a Midland Capital Corporation (“MCC”), MMA Mortgage
Investment Corporation, a Florida corporation f/k/a Midland Mortgage Investment Corporation
(“MMIC”), MMA Construction Finance, LLC, a Maryland limited liability company f/k/a MuniMae Midland
Construction Finance, LLC (“MMCF”), Municipal Mortgage & Equity LLC, a Delaware limited liability
company (“MMA”), MMA Financial Holdings, Inc., a Florida corporation f/k/a Midland Financial
Holdings, Inc. (“MFH”) and MMA Financial, Inc., a Maryland corporation (“MMA Financial”). For
convenience MCC, MMIC and MMCF shall be herein collectively called, the “Borrowing Group” and MMA,
MFH and MMA Financial shall be herein collectively called, the “Guarantor(s)”.



RECITALS




A. On or about May 31, 1988, MCC executed and delivered to Lender a promissory note in the
original principal amount of up to ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
($1,500,000.00), as well as a loan agreement and various other documents and instruments relating
thereto which agreement as it was amended pursuant to four subsequent addendums shall be herein
called the, “Original Loan Agreement”.



B. Effective June 1, 1992 the Lender, MCC, Midland Equity Corporation, a Florida corporation,
Ray F. Mathis, MFH, MMIC, Keith J. Gloeckl, H. C. Chris Gloeckl, Robert J. Banks and Jennifer Banks
executed that certain Amended and Restated Loan Agreement which amended and completely restated the
Original Loan Agreement. The Amended and Restated Loan Agreement as it was subsequently amended
pursuant to four separate addendums shall be herein called the “First Amendment”.



C. Effective June 27, 2003 the Lender, MCC, MFH, MMA, MMA Financial, LLC, a Maryland limited
liability company, and MuniMae Investment Services Corporation, a Maryland corporation entered into
that certain Second Amended and Completely Restated Loan Agreement (“Second Amendment”).



D. The Lender, the Borrowing Group and the Guarantors entered into that certain Third Amended
and Completely Restated Loan Agreement dated December 21, 2004 (“Third Amendment”).



E. The Borrowing Group and the Guarantors have requested Lender:




To increase the combined Asset Based Loan and L.O.C. Facility (both as hereafter
defined) from $50,000,000.00 and $10,000,000.00 respectively to a combined facility
of $100,000,000.00;




And otherwise to amend and completely restate the Third Amendment as hereinafter set
forth, and Lender is willing to do so.



F. In connection with all of the foregoing, the Guarantors have executed in favor of Lender
unconditional guaranties of Borrowing Group’s obligations to Lender and consented to the execution,
delivery and performance of this Fourth Amended and Completely Restated Loan Agreement.



G. Further, in connection with the matters referenced herein, the Borrowing Group has executed
a Renewal Promissory Note (“Note”), various Uniform Commercial Code financing statements, and other
documents and instruments (all such documents and instruments, with the other documents and
instruments referenced in these recitals, as amended hereby, are herein collectively called, the
“Loan Documents”).



NOW, THEREFORE, IN CONSIDERATION of the premises and the Asset Based Loan and the L.O.C.
Facility all as herein provided, the parties, intending to be legally bound, do hereby covenant
and agree that this Agreement shall amend and completely restate the Third Amendment as follows:



ARTICLE I

INCORPORATIONS BY REFERENCE




Section 1.01. Incorporation Of Premises. The parties agree that the statements of fact
set forth in the premises hereto are true and correct and by this reference are incorporated in and
made a part of this Agreement.



Section 1.02. Incorporation Of Exhibits. Exhibits referred to herein and attached
hereto by this reference are incorporated in and made a part of this Agreement.



ARTICLE II

DEFINITIONS AND INTERPRETATION




Section 2.01. Definitions. The following words, terms and phrases, when used in this
Agreement and in collateral documents, have the following meanings, unless the context clearly
indicates a different meaning:



(a) “Accounts” shall mean all accounts as that term is defined by the Uniform Commercial Code,
as adopted by the State of Florida.



(b) “Affiliate” shall mean any Person which directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, any member of the
Borrowing Group, or five percent (5%) or more of the equity interest of which is held beneficially
or of record by the Borrowing Group and any Affiliate thereof.



(c) “Aggregate Credit Balance” shall mean the sum of (i) the outstanding principal balance of
the Asset Based Loan, and (ii) the aggregate face amount of letters of credit issued and
outstanding under the L.O.C. Facilty.



(d) “Applicable Rate” shall mean the rate described in Section 3.05 of the Agreement.



(e) “Approved Subordinated Debt” means Indebtedness which is unsecured and subordinated to
payment of the Obligations in a manner acceptable to Adminstrative Agent in its sole discretion.



(f) “Asset Based Loan” shall mean the line of credit established under this Loan Agreement in
Article III.



(g) “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the
capitalized amount of the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease.



(h) “Authorized Officer(s)” shall mean those officers of the Borrowing Group listed in Exhibit
A attached.



(i) “Authorized Loan Administrator(s)” shall mean those officers or employees of members of
Borrowing Group listed in Exhibit B attached, provided that members of Borrowing Group may amend
the list of Authorized Loan Administrators from time to time without the consent of the Lenders but
by written notification to Lender



(j) “Borrowing Group’s Deposit Accounts” shall mean bank deposit accounts maintained by
members of the Borrowing Group or any of its Affiliates with a Synovus Affiliate; provided that
such term shall not include bank deposit accounts which are invested and reinvested by Federated
Investment, Inc., a fund manager but shall only include accounts which are not so invested. For
these purposes, “Synovus Affiliate” shall mean any financial institution which is under the control
of Synovus Financial Corp, a Georgia corporation.



(k) “Business Day” means any day on which state banks are customarily open for business in St.
Petersburg, Florida.



(l) “Consolidated CAD” means, for any period of determination, the cash available for
distribution for such period, as determined in accordance with MMA’s policies and procedures for
determining cash available for distribution (a) as reflected in its earnings packages furnished to
the SEC as supporting documentation for the financial information contained in its periodic filings
on Form 10-K or Form 10-Q or any relevant filings on Form 8-K or (b) as otherwise made available to
MMA’s investors and research analysts from time to time.



(m) “Consolidated Debt” means the total liabilities minus deferred taxes of the Guarantors and
their Subsidiaries, all as determined on a consolidated basis in accordance with GAAP, excluding
any liabilities of the Guarantors and their Subsidiaries existing solely as a result of the
application of FIN 46R.



(n) “Consolidated Interest Charges and Distributions” means, for any period, for MMA
and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt
discounts, fees, charges and related expenses of MMA and its Subsidiaries in connection with
borrowed money (including capitalized interest) or in connection with the deferred purchase price
of assets, in each case to the extent treated as interest in accordance with GAAP, (b) the portion
of rent expense of MMA and its Subsidiaries with respect to such period under capital leases that
is treated as interest in accordance with GAAP, and (c) Restricted Payments made with respect to
the preferred shares of Guarantor and its Subsidiaries provided, that there shall be excluded any
interest which would otherwise have been included herein solely as a result of the application of
FIN 46R.



(o) “Consolidated Interest and Distributions Coverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated CAD for the four fiscal quarters most recently ended
for which MMA has delivered or should have delivered financial statements pursuant to Section 6.06,
plus Consolidated Interest Charges and Distributions for such period to (b) Consolidated Interest
Charges and Distributions for such period.



(p) “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Debt as of such date to (b) Consolidated Tangible Net Worth as of such date.



(q) “Consolidated Senior Indebtedness” means, as of any date of determination, the aggregate
amount of the following liabilities which would be shown on the consolidated balance sheet of MMA
and its Subsidiaries prepared in accordance with GAAP: (a) the outstanding principal amount of all
obligations, whether current or long term, for borrowed money (including Obligations hereunder) and
all obligations evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, (b) all purchase money Indebtedness, (c) all obligations in respect of the deferred
purchase price of property or services (other than trade accounts payable in the ordinary course of
business), (d) Attributable Indebtedness in respect of capital leases and Synthetic Lease
Obligations, and (e) all Indebtedness of the types referred to in clauses (a) through (d) above of
any partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which MMA or a Subsidiary is a general partner or joint venturer,
unless such Indebtedness is expressly made non-recourse to the Borrowers or such Subsidiary,
excluding, however (i) Approved Subordinate Debt and (ii) any such Indebtedness which exists solely
as a result of the application of FIN 46R.



(r) “Consolidated Tangible Net Worth” means, as of any date of determination, for MMA and its
Subsidiaries on a consolidated basis, Shareholders’ Equity of MMA and its Subsidiaries on that date
minus the Intangible Assets of MMA and its Subsidiaries on that date, provided, that the
determination of Consolidated Tangible Net Worth shall be adjusted to exclude the effect of FIN
46R.



(s) “Control” means the power to direct the management and policies of a Person, directly or
indirectly, whether through the ownership of voting securities, by contract, pursuant to law and
regulations or otherwise; and, the terms “controlling” and “controlled” have meanings correlative
to the foregoing.



(t) “Department” means any and every unit of federal, state and local government having
jurisdiction over any member of the Borrowing Group.



(u) “Disbursements” means that portion of the Asset Based Loan made by Lender to each member
of the Borrowing Group pursuant to each request made by it under Section 3.02 herein.



(v) “Eligible Loans/Eligible Loan Programs” shall refer to the following:




Construction /Permanent Loan Program as described in the Construction
/Permanent Guideline (“Construction/Permanant Underwriting
Guideline”) which is attached hereto as Exhibit F.




Interim Loans as described in the Interim Loan Guideline (“Interim
Loan Underwriting Guideline”) which is attached hereto as Exhibit G
and by reference made a part hereof.




Unenhanced tax exempt bonds as described in the Direct Purchase
Program, Unenhanced, Tax-Exempt Bond Financing guidelines (“Direct
Purchase Program Unenhanced Tax Exempt Bond Financing Guideline”)
which is attached hereto as Exhibit H and by reference made a part
hereof.




Supplemental Loan Program or Supplemental Loans as described in the
manual bearing that title published by MMA Financial, LLC f/k/a
MuniMae Midland, LLC dated January 23, 2003 and previously delivered
to Lender. (“Supplemental Loan Program Manual”).




Promissory Notes secured by first mortgages on non-multifamily real
estate; provided that in order to be deemed to be an “Eligible Loan”
each such loan (i) must be approved on a loan by loan basis by the
Lender in its absolute discretion, (ii) must have a loan to value
ratio of not more than 80% as determined by an appraisal acceptable
to the Lender, (iii) be supported by a minimum debt service coverage
of not less than 1.15 times as described in the Commercial Loan
(Non-Multifamily Loan) program guidelines attached hereto as Exhibit
I. For convenience elegible loans that are commercial mortgage loans
herein described shall be herein called, “Non-MultiFamily Mortgage
Loans”.



(w) “Eligible Receivables” shall mean Borrowing Group’s Eligible Loans where (i) the payments
of principal and interest are current within 90 actual days; and (ii) which have a Risk Rating of 4
or better (less) as assigned in accordance with the policies and procedures of the Borrowing Group
customarily assigned.



(x) “Equity Borrower” shall mean a Person obligated to a member of the Borrowing Group under a
Pledged Loan.



(y) “Event of Default” has the meaning set forth in Section 9.01.



(z) “FIN 46R” means the Interpretation of Accounting Research Bulletin no. 51, Consolidated
Financial Statements, promulgated by the Financial Accounting Standards Board, as the same may be
restated, modified or changed from time to time.



(aa) “GAAP” means generally accepted accounting principles in the United States set forth in
the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.



(bb) “Intangible Assets” means assets that are considered to be intangible assets under GAAP,
including customer lists, goodwill, computer software, copyrights, trade names, trademarks,
patents, franchises, licenses, unamortized deferred charges, and unamortized debt discount.



(cc) “Loan Documents” means this Agreement, the Note, and any and all collateral instruments
and documents executed and delivered in connection herewith whether executed previously with
respect to Pledged Loans that continue to be pledged, or executed at the time of the execution of
this Agreement or subsequently as either Pledged Loans are collaterally assigned to the Lender or
L.O.C. Applications are submitted and letters of credit are issued by the Lender under the L.O.C.
Facility.



(dd) “Loan Manual(s)” shall refer to — Construction Underwriting Guideline, Direct Purchase
Program Unenhanced Tax Exempt Bond Financing Guideline, Supplemental Loan Program Manual, Fannie
Mae DUS Forward Commitment Guideline and Freddie Mac Forward Commitment – Tax Credit Properties
Guideline.



(ee) “L.O.C. Applications” shall mean the form that is attached hereto as Exhibit E. and by
reference made a part hereof and which are required to be executed and delivered to the Lender by a
member of the Borrowing Group making request hereunder for the issuance of a letter of credit.



(ff) “L.O.C. Facility” shall mean the rights of the Borrowing Group to request and the
obligations of the Lender to provide commercial letters of credit in accordance with the terms and
conditions of this Loan Agreement and as established under Article III hereof.



(gg) “Maturity” or “Maturity Date” means the second anniversary of this Loan Agreement.



(hh) “Note” shall refer the Renewal Promissory Note dated of even date herewith in the
original aggregate principal amount of One Hundred Million ($100,000,000.00) Dollars made by
Borrowing Group payable to the order of Lender as evidence of the combined Asset Based Loan and
L.O.C. Facility in form acceptable to Lender, which Note shall replace all notes and renewal notes
previously given under the Original Loan Agreement, or any subsequent amendments thereto.



(ii) “Obligations” shall mean any and all indebtedness, liabilities and obligations of any
member of the Borrowing Group to Lender whatsoever, including by way of illustration and not by way
of limitation, (i) any indebtedness, liability or obligation of any member of the Borrowing Group
or any Guarantor to Lender under the Note, this Agreement, any loan made to any member of the
Borrowing Group or any Guarantor by Lender prior to the date hereof and any and all extensions or
renewals thereof in whole or in part; (ii) any indebtedness, liability or obligation of any member
of the Borrowing Group or any Guarantor to Lender arising hereunder or as a result hereof, and any
and all extensions or renewals thereof in whole or in part; and (iii) any and all future or
additional indebtedness, liabilities or obligations of any member of the Borrowing Group or any
Guarantor to Lender whatsoever and in any event, whether existing as of the date hereof or
hereafter arising, whether arising under a loan, line of credit, letter of credit or other form of
financing, and whether direct, indirect, absolute as maker, endorser, guarantor, surety or
otherwise, and whether evidenced by, arising out of, or relating to a promissory note, bill of
exchange, check, draft, letter of credit, guaranty agreement, banker’s acceptance, foreign exchange
contract, security agreement, loan agreement or otherwise.



(jj) “Officers’ Certificate” means a written statement of facts, and conclusions of fact where
appropriate, setting forth information indicated by the provision of this Agreement in respect of
which such Officers’ Certificate is required to be delivered, certified to be true and correct as
of the date at which it is given, and signed by any Authorized Officer of the Borrowing Group.



(kk) “Person” means a natural person, a firm, a corporation, a partnership (including a joint
venture), an association, a joint stock company, a limited liability company, a trust, any
unincorporated organization, or a government or political subdivision department or agency thereof.



(ll) “Pledged Loans” means all Eligible Receivables which are pledged and delivered to Lender
from time to time to collateralize the Asset Based Loan and as evidenced by the Pledged Loan
Instruments and against which Lender makes Disbursements hereunder. Not more than 60% of the
Pledged Loans shall be “Supplemental Loans”, and not more than 50% of the Pledged Loans shall be
Non-Multifamily Mortgage Loans. Loans that have matured are not Eligible Receivables.



(mm) “Pledged Loan Instruments” means all documents and instruments relating to the Pledged
Loans, including, but not limited to, all mortgages, mortgage notes, syndication agreements,
agreements, reports, appraisals, title insurance commitments and policies, certificates and loan
commitments, collateral assignment agreements and all other documents and instruments requested by
Lender, in its sole discretion, delivered to Lender prior to its making a Disbursement.



(nn) “Pledged Property” means all Pledged Loans, Pledged Loan Instruments and all other
property pledged to Lender in connection herewith, including all proceeds, replacements,
modifications and additions thereto.



(oo) “Rated Bank” shall mean a bank regulated by either the United States or by one of the
states of the United States rated A or better by one of the following financial ratings services -
Moody’s, Standard & Poors or Fitch.



(pp) “Rated L.O.C.” shall mean a letter of credit (1) issued by a Rated Bank or a pension fund
rated A or better by either Moody’s, Standard & Poors or Fitch financial ratings services which
issuer shall otherwise be acceptable to the Lender in its absolute discretion, and (2) in form and
substance acceptable to Lender and its counsel in their absolute discretion.



(qq) “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.



(rr) “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).



(ss) “30 Day LIBOR” shall mean the rate reported as such in the Wall Street Journal in the
section entitled “Money & Investing” under the heading “Money Rates – Euordollars” or the
equivalent section.



(tt) “Unencumbered Liquidity” means, as of any date of determination, for any Person, the
aggregate market value of the following assets owned by such Person and which are neither (i) the
subject of any Lien nor (ii) being held for the benefit of third parties or otherwise restricted:



(i) cash, and obligations issued or guaranteed by the United States of America,



(ii) marketable direct obligations issued or guaranteed by any Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America pursuant to authority
granted by the Congress of the United States, and maturing within one year of the date of
acquisition thereof,



(iii) certificates of deposit issued, or banker’s acceptances drawn on and accepted by, or
money market accounts or time deposits in, commercial banks which are members of the Federal
Deposit Insurance Corporation and which have a combined capital, surplus and undistributed profits
of at least $50,000,000, and maturing within one year of the date of acquisition thereof,



(iv) repurchase agreements maturing within one year of the date of acquisition thereof with
any such commercial bank, or with broker-dealers or other institutions, that are secured by
marketable direct obligations issued or guaranteed by the United States of America or an agency or
instrumentality thereof,



(v) other money market instruments and mutual funds, substantially all of the assets of which
are invested in any or all of the investments described in clauses (a) through (d) above, and



(vi) commercial paper (other than commercial paper issued by any Borrower or any of its
Affiliates), maturing no more than ninety (90) days after the date of creation thereof, and with a
rating of at least P-1 by Moody’s or A-1 by S&P on the date of acquisition (the value of which
shall be determined in accordance with generally accepted accounting principles).



Section 2.02. Use of words and phrases. “Herein,” “hereby,” “hereunder,” “hereof,”
“hereinbefore,” “hereinafter” and other equivalent words refer to this Agreement as a whole and not
to any particular article, section or other subdivision hereof. The words, terms and phrases
defined herein and any pronoun used herein shall include the singular, plural and all genders.



Section 2.03. Accounting Terms. All accounting terms not otherwise defined herein
shall have the meanings assigned to them under generally accepted accounting principles unless
specifically defined herein.



Section 2.04. Action Required On Holidays. If any calendar day on which action is
required to be taken or payment is required to be made under the Loan Documents is not a Business
Day, then such action or payment shall be taken or made on the next succeeding Business Day.



Section 2.05. Headings. The headings contained in this Agreement are for convenience
of reference only, are not a part of this Agreement and shall not be deemed to limit, define or
affect in any manner the interpretation or construction of this Agreement.



Section 2.06. Construction. This Agreement has been negotiated by the parties hereto
and should not be construed in favor of or against any such party. The arrangement of the
provisions of this Agreement is for convenience only and later appearing provisions shall not be
given preference or priority over earlier appearing provisions.



Section 2.07. Uniform Commercial Code. Terms defined in, or by reference to, Article 9
of the Uniform Commercial Code as adopted in the State of Florida to the extent not otherwise
defined herein shall have the respective meanings given to them in said Article 9 with the
exception of the word “documents” unless the context clearly requires such meaning.



ARTICLE III

THE CREDIT FACILITIES




Section 3.01. Principal Amount of Note and Repayment. Lender is herein establishing
for the benefit of the Borrowing Group an Asset Based Loan with an Aggregate Credit Balance of up
to $100,000,000.00. Notwithstanding anything to the contrary contained herein, the Note or any
other document or instrument executed in connection herewith, Lender shall not be obligated to lend
or advance any amounts of the Asset Based Loan or provide additional letters of credit under the
L.O.C. Facility if such act would cause Lender to exceed or violate any limitation placed upon it
by law, regulation or otherwise.



Section 3.02. Asset Based Loan Disbursements/ Letter of Credit Issuance.



(a) From time to time prior to the Maturity Date, and for so long as no member of the
Borrowing Group and no Guarantor is in default under the terms and conditions of the Loan
Documents, Lender, in the exercise of its sole discretion, may lend funds to any member of the
Borrowing Group such that the aggregate outstanding principal amount advanced to the Borrowing
Group shall not exceed $100,000,000.00 at any one time and in no event shall the Aggregate Credit
Balance exceed either (i) 100% of the then current aggregate principal balance outstanding of the
Pledged Loans or (ii) $100,000,000.00; and



(b) Provided there are no existing uncured Events of Default hereunder, Lender shall issue
letters of credit under the L.O.C. Facility subject to the following terms, conditions and
procedures:



(i) Issue letters of credit having a term of two years or less (as requested by a member of
the Borrowing Group); provided the aggregate face value of such letters of credit shall not exceed
$100,000,000.00 Dollars at any one time and in no event shall the Aggregate Credit Balance exceed
either (i) 100% of the then current aggregate principal balance outstanding of the Pledged Loans
plus 100% of the Rated L.O.C.’s, or (ii) $100,000,000.00 The Borrowing Group shall pay to Lender
an issuance fee of 100 basis points per annum for each letter of credit issued under the L.O.C.
Facility that must be issued by or otherwise backed by a Rated Bank. All other Letters of Credit
not requiring issuance from a Rated Bank shall have an issuance fee of 75 basis points per annum.
All such letters of credit shall be in such form and contain such language as Lender and Borrowing
Group and their respective counsel may reasonably require. Notwithstanding the forgoing, to the
extent that L.O.C.’s are issued under this L.O.C. Facility backed by Rated L.O.C.’s, the fee to
Lender may be lower subject to negotiation on a case by case basis. Further, as of the date of
execution of this Loan Agreement, the ability of the Borrowing Group to support the L.O.C. Facility
with Rated L.O.C.’s in substitution for Pledged Loans has not been approved by either the Lender’s
loan committee or the various participants. The ability to substitute Rated L.O.C.’s for Pledged
Loans shall not be available unless and until all requisite approval has been obtained.



(ii) Letters of credit shall be issued by Lender to the requesting member of the Borrowing
Group on the fifth Business Day after the day of the request therefor; and provided further that
requests received by Lender after twelve o’clock noon on any Business Day shall be treated as
received on the following Business Day. Borrowing Group members may request letters of credit by
submitting to Lender an L.O.C. Application in the form attached hereto as Exhibit E by any method
for giving notices hereunder as set forth in Section 11.03 hereof. In addition, members of the
Borrowing Group may request letters of credit by forwarding e-mail to Lender at either of the
following e-mail addresses: cswanson@synovusbankfl.com or janiceporter@synovusbankfl.com. Lender
shall accept emails that appear to be initiated from Authorized Loan Administrators. Lender shall
have no obligation to determine the authenticity or accuracy of the source of any such e-mail
transmissions, and Borrowing Group absolves Lender from any obligation to do so.



(iii) All drafts paid by the Lender under the letters of credit issued shall constitute
principal sums evidenced by, and due and owing under, the Note. All such sums shall be immediately
payable to Lender at Maturity and shall accrue interest from the date of the acceptance of the
draft by the Lender until paid all as set forth in the Note.



(iv) The records prepared by the Lender in the ordinary course of its business shall evidence
the dates and amounts of drafts, disbursements, costs, payments and applicable effective dates
thereof.



(v) The Lender will not be liable for any damages arising out of the payment of a draft,
pursuant to the terms of any letter of credit, which is in excess of the amount subsequently
determined by judicial decree or otherwise, to be due to the party in whose favor the letter of
credit is issued, or the bonafide holder thereof.



(vi) Neither the Lender nor any financial institution acting as agent on behalf of any member
of the Borrowing Group shall be in any way responsible for performance by any letter of credit
beneficiary of its obligations to any member of the Borrowing Group, nor for the form, sufficiency,
correctness, genuineness, authority of person signing, falsification or legal effect of any
documents called for under any letter of credit if such documents on their face appear to be in
order.



(vii) The letters of credit shall be subject to, and performance by the Lender, and any
financial institution acting as agent for any member of the Borrowing Group, and any beneficiaries
thereunder shall be governed by the Uniform Commercial Code as enacted in Florida from time to time
(the “Code”) and to the extent not modified by said law, the “Uniform Customs and Practice of
Documentary Credits” as most recently published by the International Chamber of Commerce, (“ICC”).



(c) As conditions precedent for an Eligible Receivable to become a Pledged Loan hereunder and
counted to determine the eligibility of the Borrowing Group to request either a Disbursement or the
issuance of a letter of credit under this Agreement, the Borrowing Group shall have caused one or
more of its members to deliver to Lender:



(i) a properly completed and executed Collateral Checklist for the applicable Eligible Loan
Program and substantially in accordance with the form that is attached hereto as Exhibit “C”;



(ii) a collateral assignment (the “Collateral Assignment”) of all Pledged Loan Instruments
relating to such Disbursement in form acceptable to Lender and its counsel executed by an
Authorized Loan Administrator.



(iii) a certificate from the Borrower, in the form attached as Exhibit C, and otherwise in
form acceptable to Lender and Lender’s counsel that the Collateral Assignment has been duly
executed by the member of the Borrowing Group pledging the collateral, and that such member of the
Borrowing Group has been duly authorized to execute and deliver the same; that the execution and
delivery of the Collateral Assignment is the act and deed of such member of the Borrowing Group
that such execution and delivery does not contravene nor is it prohibited by the articles of
incorporation, charter, bylaws or outstanding resolutions of such member of the Borrowing Group or
agreements to which such member of the Borrowing Group is a party; the Collateral Assignment is
sufficient to grant to Lender a first priority, perfected security interest in the applicable
Pledged Property; and the Pledged Loans have been underwritten, documented and advanced by such
member of the Borrowing Group in accordance with the applicable Loan Manual; and



(iv) all such additional documentation customarily requested by Lender, in Lender’s reasonable
discretion; provided, that the foregoing must be of form and substance satisfactory to Lender and
its counsel, in Lender’s sole discretion. Provided that each member of the Borrowing Group has
satisfied the other requirements of this Agreement, disbursements shall be made by Lender to the
requesting member of the Borrowing Group on the Business Day when received, provided that requests
received by Lender after two P.M. on any Business Day shall be treated as received and shall be
funded on the following Business Day. Borrowing Group members may request disbursements by any
method for giving notices hereunder as set forth in Section 11.03 hereof. In addition, members of
the Borrowing Group may request disbursements by forwarding e-mail to Lender at either of the
following e-mail addresses: BethLeidecker@synovusbankfl.com or CherylMcNeill@synovusbankfl.com.
Lender shall accept emails that appear to be initiated from Authorized Loan Administrators. Lender
shall have no obligation to determine the authenticity or accuracy of the source of any such e-mail
transmissions, and Borrowing Group absolves Lender from any obligation to do so.



Section 3.03 Use of Proceeds. The proceeds from the Asset Based Loan shall be used by
members of the Borrowing Group for any corporate purpose.



Section 3.04 Payments And Reborrowing. So long as there is no existing and uncured
Event of Default hereunder, and Borrowing Group has repaid amounts outstanding from time to time
hereunder and under the Note when due or earlier as provided herein, any such repayments prior to
the Maturity Date shall not reduce the maximum amount Borrowing Group may borrow at any one time
and members of the Borrowing Group may reborrow any such amount repaid from time to time as long as
the Aggregate Credit Balance does not exceed either (i) 100% of the then current aggregate
principal balance outstanding of the Pledged Loans or (ii) $100,000,000.00. Any payments of
principal shall be credited to Borrowing Group on the day of receipt provided that Lender receives
the payment prior to 2 o’clock p.m. Any payments received after 2 o’clock p.m. shall be credited
on the next Business Day. All unpaid principal and interest shall be due and payable in full on
the Maturity Date.



Section 3.05. Interest Rate On Note. During any calendar quarter during the term of
this Agreement, Borrowing Group shall pay interest on the outstanding principal amount of the Note
at the Applicable Rate based upon the average of the Borrowing Group’s Deposit Accounts during the
prior twelve month period as follows:



(a) If the average of the Borrower Group’s Deposit Accounts during the previous twelve month
period was greater than $50,000,000.00, then the Applicable Rate shall be 30 Day LIBOR + 150 basis
points; or



(b) If the average of the Borrower Group’s Deposit Accounts during the previous twelve month
period was less than $50,000,000.00, then the Applicable Rate shall be 30 Day LIBOR + 300 basis
points.



Thirty Day LIBOR shall be adjusted daily, and interest shall be calculated on a basis of the
actual number of days elapsed during the applicable interest payment period over a 360 day year.
Notwithstanding anything herein apparently to the contrary, in no event shall the Applicable Rate
be less than Four (4%) per cent per annum. Interest shall be adjusted daily, and calculated on a
basis of the actual number of days elapsed during the applicable interest payment period over a 360
day year. At any time there shall occur and be continuing an Event of Default, Borrowing Group
shall pay interest on the outstanding amounts at the lower of (i) eighteen percent (18%) per annum
or (ii) the maximum interest rate permitted by applicable law from the date of such Event of
Default until the principal, all accrued interest thereon and other amounts due hereunder, under
the Note and the other Loan Documents, is fully paid.



Section 3.06. Payment of Principal and Interest on Note. Borrowing Group shall pay or cause to
be paid to Lender principal and interest on the Note in accordance with the terms of the Note
either (i) at Lender’s headquarters at 333 Third Ave. N, St. Petersburg, FL or by mail at P. O. Box
30707, Tampa, FL 33630-3707, or other location identified by notice given by Lender to Borrowing
Group in accordance with Section 11.03 hereof, or (ii) in accordance with such wiring instructions
as Lender may, from time to time, provide to the Borrowing Group for such purpose. Notwithstanding
anything contained herein to the contrary or in the Note, all payments of principal received by
Borrowing Group with respect to the Pledged Loans shall be promptly paid to Lender as a principal
reduction on the Asset Based Loan.



Section 3.07. Acceleration. If an Event of Default shall have occurred, Lender may
declare the entire aggregate outstanding principal amount of the Note immediately due and payable;
and, Borrowing Group shall upon such declaration forthwith pay to Lender the entire outstanding
principal amount of the Note, together with interest accrued thereon and any other sums payable
thereon to the date of such payment.



Section 3.08. Limitation on Interest Payable. Notwithstanding any other provision of
this Agreement and the Note or of any instrument securing this Agreement and the Note or any other
Loan Documents, it is expressly agreed that the amounts payable under this Agreement and the Note
or under the other aforesaid instruments for the payment of interest or any other payment in the
nature of or which would be considered as interest or other charge for the use or loan of money
shall not exceed the highest contract rate allowable by state or federal law, whichever shall be
lower, from time to time, and in the event the provisions of this Agreement and the Note or of such
other instruments referred to herein with respect to the payment of interest or other payments in
the nature of or which would be considered as interest or other charge for the use or loan of money
shall result in exceeding such limitation, then the excess over such limitation shall not be
payable and the amount otherwise agreed to have been paid shall be reduced by the excess so that
such limitation will not be exceeded, and if any payment actually made shall result in such
limitation being exceeded, the amount of the excess shall constitute and be treated as a payment on
the unpaid principal amount hereof and shall operate to reduce such principal amount by the amount
of such excess, or if in excess of the principal indebtedness, such excess shall be refunded to
Borrowing Group. To the extent permitted by applicable law, all sums paid, or agreed to be paid, to
Lender for the use, forbearance, and detention of the indebtedness of Borrowing Group to Lender
shall be amortized, pro rated, allocated, and spread throughout the full term of the applicable
Note whether the Note until payment is made in full so that the actual rate of the interest does
not exceed the lower of (i) eighteen percent (18%) per annum or (ii) the highest rate allowable by
law of the States of Maryland, Michigan or Florida in effect at any particular time during the full
term thereof.



ARTICLE IV

PLEDGED PROPERTY




Section 4.01. Grant of Security Interest. As security for the prompt satisfaction of
all of Borrowing Group’s Obligations to Lender under the Loan Documents or otherwise, the Borrowing
Group hereby pledges and hereby reaffirms, and grants and assigns to Lender a first lien security
interest in, and hereby acknowledges that Lender shall have and shall continue to have at all times
during the term of this Agreement a first lien security interest in the following:



(a) all loans as to which a security interest was previously granted in the Original Loan
Agreement, and all subsequent amendments thereto. To the extent Lender was granted a security
interest in Accounts of Borrowing Group or its Affiliates pursuant to the Original Loan Agreement,
as amended, such security interest shall not be reduced, abridged or restricted by the terms
hereof, but shall continue in full force and effect;



(b) all Pledged Loans;



(c) all loan commitments or agreements to lend money in connection with the Pledged Loans in
any form whatsoever, entered into between any member of the Borrowing Group and any third party,
now or hereafter existing, and all proceeds therefrom;



(d) all Accounts of each member of the Borrowing Group maintained with respect to Pledged
Loans to the extent such Accounts are collateral accounts or reserves maintained with respect to a
Pledged Loan and required in order for Lender to service the respective Pledged Loans, but only to
the extent of the Borrowing Group member’s interest in such Accounts, together with the proceeds
thereof, including, without limitation, all proceeds of any insurance thereof, all guarantees,
securities and liens which such Borrowing Group member may hold for the payment of such Accounts
maintained with respect to Pledged Loans;



(e) all of each member of the Borrowing Group’s contract rights, general intangibles and
general receivables, including, without limitation, goodwill, trademarks, trade styles, trade
names, patents, patent applications and deposit accounts, relating to Pledged Loans, whether now or
hereafter created or acquired; and



(f) all of each member of the Borrowing Group’s documents, notes, mortgages, warehouse
receipts, instruments and chattel paper relating to Pledged Loans, whether now owned or hereafter
acquired.



Section 4.02.Covenants.



(a) Each member of Borrowing Group shall assign, deliver and transfer over to Lender, upon
request, instruments, certificates and other documents evidencing ownership in the Pledged Property
for which such member has an interest, together with appropriate, duly signed and executed
instruments of assignment to Lender.



(b) Each member of the Borrowing Group, as appropriate shall assign, deliver and transfer over
to Lender at any time during the term of this Agreement any additional instruments, certificates
and other documents evidencing ownership of the Pledged Property for which such member has an
interest, together with appropriate, duly signed and executed instruments of assignment, when
requested.



(c) Each member of the Borrowing Group, as appropriate shall also perform any other acts and
execute any other documents required during the term of this Agreement by Lender in order to
protect Lender’s interest in the Pledged Property.



(d) Borrowing Group agrees not to perform or fail to perform any act if such performance or
failure would encumber, pledge or hypothecate the Pledged Property, or in any manner impair the
security interest of Lender intended to be afforded hereby.



(e) Borrowing Group agrees to conform to and comply with each and every requirement or
regulation imposed by any governmental authority or other regulatory body with respect to the
Pledged Property.



Section 4.03. Maintenance of Collateral. Lender shall not be liable for any loss or
diminution in value of the Pledged Property or the proceeds thereof while all or any portion
thereof is in the possession or control of Lender, except for such loss or diminution caused by the
gross negligence or willful misconduct of Lender, its officers, directors, stockholders, agents,
employees, or legal representatives. Lender shall pay no interest on the Pledged Property and shall
assume no responsibility for the earning of any income thereon. In particular and without
limitation, Lender shall not be liable for any destruction, conversion, misappropriation, or loss
of the instruments, certificates or documents representing all or any portion of the Pledged
Property after such instruments, certificates or documents are delivered to Lender except such
destruction, conversion, misappropriation or loss caused by the gross negligence or willful
misconduct of Lender, its officers, directors, stockholders, agents, employees, or legal
representatives.



Section 4.04. Release of Pledged Property. The Pledged Property shall stand as one
general, continuing collateral security for all Obligations to Lender and may be retained by Lender
until all Obligations have been satisfied in full. Lender will release Pledged Loans at the
request of the Borrowing Group so long as Aggregate Credit Balance immediately following such a
release will not exceed 100% of the then current aggregate principal balance outstanding of the
Pledged Loans.



ARTICLE V

GENERAL REPRESENTATIONS AND WARRANTIES

OF BORROWING GROUP AND GUARANTORS




Section 5.01. Representations And Warranties. To induce Lender to enter into this
Fourth Amended and Completely Restated Loan Agreement, the Borrowing Group and each Guarantor
represent and warrant to Lender as set forth in this Article V.



Section 5.02. Organization and Existence. Each member of the Borrowing Group and each
Guarantor is either a corporation or a limited liability company duly organized, validly existing
and in good standing under the laws of the state under which they are organized and existing; each
member of the Borrowing Group and each Guarantor has obtained all material licenses, permits and
other governmental authorizations currently required for the conduct of its business, except such
licenses, permits or other governmental authorizations which, if not so obtained, would not in the
aggregate result in a material adverse effect on its financial condition or its ability to conduct
its business as currently conducted; all such licenses, permits and other governmental
authorizations so obtained are in full force and effect and each member of the Borrowing Group and
each Guarantor is in all material respects complying therewith; and no member of the Borrowing
Group nor any Guarantor has failed to qualify as a foreign corporation in any jurisdiction where
the failure to so qualify would have a material adverse effect on its financial condition or its
ability to conduct is business as currently conducted.



Section 5.03. Compliance With Other Obligations. To each member of the Borrowing
Group’s knowledge and to the knowledge of the Guarantors, no member of the Borrowing Group nor any
Guarantor is in violation of its articles of incorporation, bylaws, articles of association,
operating agreement or regulations, as applicable or in default in any material respect in the
performance or observance of any material obligation, agreement, covenant or condition contained in
any material contract, lease, loan agreement, indenture or other instrument to which it is a party
or by which it is bound or in which it has a beneficial interest; and, the execution and delivery
of the Loan Documents, the consummation of the transactions therein contemplated and the pledge of
the Pledged Property, do not and will not conflict with or constitute a breach of or default under
articles of incorporation, bylaws, articles of association, operating agreement or regulations, as
applicable of any member of the Borrowing Group or any Guarantor or any material contract, lease,
loan agreement, indenture or other instrument to which it is a party or by which it is bound or in
which it has a beneficial interest or, to the knowledge or information of each member of the
Borrowing Group and each Guarantor, any law, regulation, court order or decree or administrative
ruling having jurisdiction over Borrowing Group and Guarantors.



Section 5.04. Compliance With Law and Regulation. To any member of the Borrowing
Group’s knowledge, no member of the Borrowing Group nor any Guarantor is in violation of any
directive or order from any Department to make any material change in the method of conducting its
business for which there would be a materially adverse impact on the Borrowing Group or any
Guarantor; and each member of the Borrowing Group has conducted and is conducting its business so
as to comply in all material respects with all applicable statutes and regulations, including,
without limitation, all regulations, decisions, directives and orders of any Department.



Section 5.05. Investigations and Litigation. Except as disclosed to Lender, there is
no charge, investigation, action, suit or proceeding against or involving any member of the
Borrowing Group or any Guarantor before or by any court, regulatory authority or governmental
agency or body pending or, to the best of the knowledge and information of each member of the
Borrowing Group or any Guarantor, threatened, which could materially adversely affect the Borrowing
Group’s performance of the Loan Documents or the consummation of the transactions therein
contemplated or which could result in any material adverse change in the condition (financial or
otherwise) and in the business and prospects of the Borrowing Group or the Guarantors or which
could materially adversely affect the properties and assets or the Borrowing Group or the
Guarantors.



Section 5.06. Financial Statements.



(a) The financial statements of MMA, MMA Financial, MFH, MMIC, MMCF and MCC, copies of which
have been furnished to Lender, have been prepared by management in accordance with generally
accepted accounting principles consistently applied and, in the view of management, correctly and
fairly present the financial condition and results of operations at said date and for the period
then ended and disclose all liabilities of any kind required to be disclosed under generally
accepted accounting principles; provided, however, that (1) no outside auditor has either reviewed
or audited such information and (2) adjustments to such financial statements may subsequently need
to be made based on issues arising from the procedures conducted in connection with the restatement
efforts underway with respect to the Borrowing Group and the Guarantors of which the Lender is
aware.



(b) Subject to the provisos set forth in (a) above, since the date of the financial statements
described in (a) above, there has not been any material adverse change in the assets, properties,
liabilities, financial condition, business or prospects (financial or otherwise) of the Borrowing
Group or any Guarantor from that set forth or are reflected in their respective balance sheets
described above, other than changes in the ordinary course of business, none of which, individually
or in the aggregate, are materially adverse, except those changes other than bankruptcy or
receivership of which Lender has been advised and has approved, both in writing, prior to the
closing date.



(c) Subject to the provisions set forth in (a) above, no member of the Borrowing Group nor any
Guarantor has any material direct or contingent liabilities, liabilities for taxes, long-term
leases or unusual forward or long term commitments as of the date of this Agreement which are not
disclosed by, provided for, or reserved against in their respective balance sheets at the date of
the financial statements previously submitted to Lender and there are no material unrealized or
anticipated losses from any unfavorable commitments of any member of the Borrowing Group.



Section 5.07. Authorization, Execution and Delivery. The Loan Documents have been duly
and validly authorized and, when executed and delivered by the respective parties thereto, will
have been duly executed and delivered and will constitute on the date they become effective, valid
and legally binding obligations of each member of the Borrowing Group and each Guarantor,
enforceable in accordance with their terms.



Section 5.08. Truth of Statements. The Loan Documents, the Officers’ Certificates and
all other documents and instruments delivered and to be delivered by each member of the Borrowing
Group and each Guarantor or their respective representatives in connection with the transactions
contemplated by the Loan Documents, as of their respective dates, do not, and will not, include any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements herein and therein, in the light of the circumstances under which they are or will be
made, not misleading.



Section 5.09. Completeness of Statements. The Officers’ Certificates and all other
documents and instruments delivered and to be delivered by any member of the Borrowing Group, any
Guarantor or their respective representatives in connection with the transactions contemplated by
the Loan Documents are or will be on the dates on which they are or will be delivered true and
complete in all material respects.



Section 5.10. Adverse Events. To the best of the knowledge and information of each
member of the Borrowing Group and each Guarantor, nothing exists which materially adversely
affects, or which could reasonably be expected to in the future, materially adversely affect, the
business, assets, properties or condition, financial or otherwise, of the Borrowing Group or any
Guarantor, except as set forth or referred to in the Loan Documents or otherwise disclosed in
writing to Lender.



Section 5.11. Regulatory Approval. No approval of the Loan Documents or the
transactions contemplated by the Loan Documents is required by any Department; no Department has
issued an order preventing or suspending the transactions contemplated hereby and thereby; and, to
the best of the knowledge and information of each member of the Borrowing Group and each Guarantor,
no proceedings therefor or related thereto have been initiated or threatened by any Department.



Section 5.12. Tax Matters. All required federal, state, foreign and other tax returns
of each member of the Borrowing Group and each Guarantor required to be filed as of the date hereof
have been filed or such Borrowing Group member or Guarantor has obtained valid extensions to such
required filings. All federal, state, foreign and other taxes imposed upon each member of the
Borrowing Group and each Guarantor or on any of their respective assets, properties, income,
licenses or franchises which are currently due and payable have been paid, except for taxes which
are being contested in good faith by appropriate proceedings being diligently conducted and for
which adequate reserves in conformity with generally accepted accounting principles have been
established on the books of each member of the Borrowing Group and each Guarantor.



Section 5.13. Agreement or Contract Restrictions. No member of the Borrowing Group nor
any Guarantor is a party to, nor is any such party bound by, any agreement, contract or instrument,
or subject to any other restriction which materially and adversely affects the business,
properties, assets, operations, or condition (financial or otherwise) of the Borrowing Group or any
Guarantor except as disclosed in the financial statements and notes thereto described in Section
5.06.



Section 5.14. Effective Date of Representations, etc. All representations and
warranties made by any member of the Borrowing Group or any Guarantor in this Agreement, all of
which shall be deemed continuing during the term of this Agreement, shall be true and correct as of
the date at execution and delivery of this Agreement, and at all times throughout the term hereof,
except where Lender otherwise agrees, and have been and will be relied upon by Lender and
constitute an inducement for the making and continuing of the Asset Based Loan and the L.O.C.
Facility.



ARTICLE VI

COVENANTS OF BORROWING GROUP AND GUARANTORS




Each member of the Borrowing Group and each Guarantor covenant and agree with Lender as
follows:



Section 6.01. Payment of Principal of and Interest on Note. Each member of the
Borrowing Group shall duly and punctually pay the principal of and interest on the Note, at the
time and in the manner provided in such Note, and the fees provided herein and therein.



Section 6.02. Compliance With Loan Documents. Each member of the Borrowing Group and
each Guarantor shall fully and punctually comply with each and every term, condition, requirement
and obligation under the Loan Documents, and shall assure that Lender has at all times during the
term of the this Agreement a perfected first lien security interest in the Pledged Property.



Section 6.03. Maintenance of Corporate Existence. Unless failure to do so would not
have a materially adverse effect on any member of the Borrowing Group’s or any Guarantor’s ability
to perform hereunder, each member of the Borrowing Group and each Guarantor shall maintain its
corporate existence (or existence as a limited liability company, as applicable and good standing
under the laws of the state under which they are organized and existing during the term of this
Agreement. No member of the Borrowing Group nor any Guarantor shall, directly or indirectly,
distribute, dissolve, sell, lease or otherwise dispose of substantially all of its assets except in
the normal course of business; and, will not consolidate with or merge into another corporation or
entity or permit one or more other corporations or entities to consolidate with or merge into it,
unless the Borrowing Group member or Guarantor, as the case may be, or any of their subsidiaries is
the surviving entity.



Section 6.04. Conduct of Business. Unless failure to do so would not have a materially
adverse effect on any member of the Borrowing Group’s or any Guarantor’s ability to perform
hereunder, each member of the Borrowing Group and each Guarantor will do or cause to be done all
things necessary to preserve and to keep in full force and effect its rights, franchises, trade
names, patents, trademarks, permits and licenses which are necessary for the continuance of its
business and continue to engage principally in their current respective businesses.



Section 6.05. Accounts. Each member of the Borrowing Group shall mark its records
evidencing Pledged Loans in a manner satisfactory to Lender so as to show that same have been
assigned to Lender; and give Lender such financial statements, reports, certificates, list of
customers (showing names, addresses and amounts owing) and other data concerning accounts,
contracts, collections, inventory and other matters relative to Pledged Loans as Lender may from
time-to-time specify.



Section 6.06. Financial Statements and Other Deliveries.



(a) As soon as practical, and in any event within sixty (60) days after the end of each fiscal
quarter (other than the last quarter of the year), each member of the Borrowing Group (other than
MCC) and each Guarantor shall furnish to Lender their quarterly unaudited financial statements,
including balance sheets and income statements, for the fiscal quarter just ended, certified by an
Authorized Officer. As soon as practical, and in any event within one hundred and twenty (120)
days after the end of each fiscal year, each member of the Borrowing Group, MMA Financial and MFH
shall furnish to Lender their respective management-prepared unaudited annual financial statements,
prepared in accordance with GAAP and practices applied on a basis consistently maintained
throughout the period involved, for the twelve (12) month period just ended. As soon as practical,
and in any event within one hundred and twenty (120) days after the end of each fiscal year, MMA
shall furnish to Lender annual audited reports, certified without material qualification by an
independent certified public accountant acceptable to Lender, prepared in accordance with GAAP and
practices applied on a basis consistently maintained throughout the period involved, together with
relevant financial statements for the twelve (12) month period just ended. Borrowing Group
represents that each member of the Borrowing Group’s fiscal year is the same as the calendar year.



(b) Concurrently with the delivery of the financial statements referred to in clause (a)
above, the Borrowing Group and the Guarantors will cause to be delivered a Compliance Certificate
in the form attached hereto as Exhibit J signed by an Authorized Officer.



Section 6.07. Right of Inspection. Each member of the Borrowing Group and each
Guarantor shall permit any person designated by Lender, at Borrowing Group’s expense, to visit and
inspect any of the properties, corporate books, records, papers and financial reports of any member
of the Borrowing Group or any Guarantor relating to the Eligible Loan Programs to make copies
thereof, and to discuss the affairs, finances and accounts of each member of the Borrowing Group or
each Guarantor with their respective principal officers and independent accountants, all at such
reasonable times and as often as Lender may reasonably request, provided Lender provides the
Borrowing Group member or Guarantor with seventy-two (72) hours prior written notice. In addition,
Lender (or any Person or Persons designated by it) shall have the right, but not obligation, at
Lender’s expense, to have an inspection and audit of substance and scope acceptable to Lender in
its sole discretion of any and all assets pledged or purported to be pledged as collateral in
connection with any Obligations. Such inspection and audit may include, but not be limited to, a
review of all original documentation deemed relevant by Lender and discussions with all persons a
party to, holding or connected with any such documentation.



Section 6.08. Fees and Expenses of Borrowing Group. Borrowing Group shall pay all
taxes, fees and expenses incurred in connection with the Asset Based Loan, the L.O.C. Facility and
the closing of the transaction contemplated hereby.



Section 6.09. Further Assurances. Each member of the Borrowing Group shall execute
and deliver all such additional documents and instruments and do all such additional acts as (A)
Lender shall require to more fully and effectually secure the due and punctual payment and
performance of Borrowing Group’s Obligations under the Loan Documents, (B) may be necessary to
assure to Lender a first lien security interest in the Pledged Property, and (C) Lender may
reasonably request for the foregoing purposes.



Section 6.10. Service of Process. Each member of the Borrowing Group and each
Guarantor shall at all times during the term of this Agreement maintain an office or agent for
service of process in the State of Florida.



Section 6.11. Attorneys’ Fees and Expenses. Borrowing Group shall pay the reasonable
fees and expenses of Lender’s counsel for negotiating, drafting and reviewing the Loan Documents
and all documents amendatory or supplementary thereto and closing of the Loan Documents.



Section 6.12. Attorneys’ Fees and Expenses on Default. In the event any member of the
Borrowing Group or any Guarantor fails to perform or observe or breaches any obligation, term,
condition, covenant or agreement under the Loan Documents and Lender employs attorneys or incurs
other expenses for the collection on the Notes (including exercising all of its legal rights with
respect to the Pledged Property of the Pledged Property) or enforcement of the performance or
observance of any obligation, covenant or agreement on the part of any member of the Borrowing
Group or any Guarantor therein contained, Borrowing Group shall, on demand therefor, forthwith pay
to Lender the reasonable actual fees and expenses of such attorneys, including fees and expenses on
appeal and for post judgment relief, and such other expenses reasonably incurred.



Section 6.13. Payment of Taxes. Each member of the Borrowing Group and each Guarantor
shall promptly pay or cause to be paid (i) all material taxes, assessments and other governmental
charges that may be lawfully levied or assessed upon them or their respective income or properties;
and (ii) all charges for labor, materials and supplies which if unpaid could become a lien or
charge on the Pledged Property, except, in each case, those being contested in good faith by
appropriate proceedings being diligently conducted and for which adequate reserves in conformity
with generally accepted accounting principles have been established on the books of the Borrowing
Group member or the Guarantor, as applicable.



Section 6.14. Compliance With Law. Each member of the Borrowing Group and each
Guarantor shall remain in material compliance with all applicable provisions of applicable laws,
rules, regulations and orders of every Department having jurisdiction over the Borrowing Group
member or the Guarantors, as applicable, or its properties except for noncompliance that could not
reasonably be expected to result in a material adverse effect on the property, business or
financial condition of the Borrowing Group or any Guarantor.



Section 6.15. Notice of Material Claims and Changes. In the event any litigation is
filed or threatened against any member of the Borrowing Group or any Guarantor or its properties,
which, in the event of an unfavorable outcome, could create a liability in excess of $15,000,000,
or could reasonably be expected to impair the conduct of the business of any member of the
Borrowing Group or any Guarantor or could reasonably be expected to materially adversely affect
financially or otherwise its business, operations, assets, properties, prospects, or condition or
there is any material adverse change in the nature or status of any such litigation, Borrowing
Group shall notify Lender within ten (10) days of any member of the Borrowing Group’s receipt of
written notice of the commencement of such litigation or change and shall advise Lender within ten
(10) days of the occurrence of any other matters of which any member of the Borrowing Group or any
Guarantor has actual knowledge which, in the event of an unfavorable outcome, could reasonably be
expected to have a material adverse effect on the business and financial condition of any member of
the Borrowing Group or any Guarantor or would result in suspension, revocation or material
impairment of any license, franchise or permit required or necessary in connection with the
business of any member of the Borrowing Group or any Guarantor. Borrowing Group shall also promptly
notify Lender of any material change in any material fact or circumstance represented or warranted
in this Agreement.



Section 6.16. Indemnification of Lender. In addition to amounts payable under the
provisions hereof, the Borrowing Group agrees to pay, and to indemnify and save Lender harmless
from and against, any damage, loss, cost or expense (including reasonable attorneys’ fees) which
the Lender may incur or be subject to as a consequence, direct or indirect, of (1) any breach by
any member of the Borrowing Group or any Guarantor of any warranty, representation, covenant, term
or condition in, or the occurrence of any breach thereof or default or Event of Default thereunder,
together with all reasonable expenses resulting from the compromise or defense of any claims or
liabilities arising as a result of any such breach or default, and (2) any defense against any
legal action commenced to challenge the validity of any of the Loan Documents.



Section 6.17. Notices. Borrowing Group shall promptly deliver or cause to be
delivered to Lender copies of all material violation notices, notices of non-compliance and
similar notices, orders and directives of any Department received by any member of the Borrowing
Group in connection with its business.



Section 6.18. Change Of Name. Principal Place Of Business, Office Or Agent. The
Borrowing Group will notify Lender of the occurrence of any change in the name of any member of the
Borrowing Group or any Guarantor, a change in the principal place of business of any member of the
Borrowing Group or any Guarantor, the office where the books and records of any member of the
Borrowing Group or any Guarantor are kept, or any change in the registered agent of any member of
the Borrowing Group or any Guarantor for the purposes of service of process within thirty (30) days
of any such change.



Section 6.19. Pledged Property. Until Borrowing Group has paid and otherwise satisfied
all obligations under the Loan Documents, no member of Borrowing Group shall pledge or grant any
security interest in the Pledged Property to any other Person, except security interests for the
benefit of Lender, without the Lender’s prior written consent.



Section 6.20. Working Capital Loan Report. The Borrowing Group shall forward a report
to Lender with an effective date as of the last day of each and every month during the term hereof
which report shall arrive at Lender no later than the 7th Business Day following its
effective date. Such report shall contain current information on all Pledged Loans pledged by
Borrowing Group members to Lender as Lender may reasonably request from time to time including but
not limited to (a) the member of the Borrowing Group making the loan, (b) the identification of
each loan by the Eligible Loan Program, and to the extent applicable, the type of loan within such
program and (c) the Risk Rating assigned by the such member of the Borrowing Group pursuant to its
internal Risk Rating Standards in accordance with the requirements of the Loan Manual for such
Eligible Loan Program and in accordance with (i) the Statement of Financial Accounting Standards
No. 107, Disclosures about Fair Value of Financial Instruments, (ii) Statement of Financial Account
Standards No. 114, Accounting by Creditors for Impairment of a Loan and amendment of FASB
Statements No. 5 and 15. Initially, the Working Capital Loan Report shall be in the form of that
which is attached hereto as Exhibit D. The report shall be certified by an appropriate officer of
relevant member of the Borrowing Group.



Section 6.21 Intentionally Omitted.



Section 6.22. Loan Program Manuals and Guidelines. The Borrowing Group shall notify
Lender in writing of any material modifications or amendments to the Loan Manuals or Guidelines.



Section 6.23. Unencumbered Liquidity. The Unencumbered Liquidity of MMA will not be
less than $15,000,000 at any time.



Section 6.24. Minimum Consolidated Tangible Net Worth. The Minimum Consolidated
Tangible Net Worth of MMA will not be less than $350,000,000 at any time.



Section 6.25. Consolidated Leverage Ratio. The Consolidated Leverage Ratio of the
MMA will not be greater than 5:1 at any time.



Section 6.26. Consolidated Senior Indebtedness to Consolidated Tangible Net Worth.
Consolidated Senior Indebtedness of the Guarantor to Consolidated Tangible Net Worth of the MMA
will not exceed 3.5:1 at any time.



Section 6.27. Consolidated Interest and Distribution Coverage Ratio. The
Consolidated Interest and Distribution Coverage Ratio of the MMA will not be less than 1.5:1 at any
time.



ARTICLE VII

REPRESENTATIONS. WARRANTIES. AGREEMENTS AND COVENANTS

OF GUARANTORS




Section 7.01. Representations And Warranties As To Consideration. Each Guarantor
represents and warrants that it has received good, valuable and sufficient consideration for
guaranteeing the performance and observance of the Borrowing Group’s covenants and agreements under
the Loan Documents.



Section 7.02. Guarantys. Each Guarantor shall execute and deliver an unconditional
guaranty of Borrowing Group’s obligations to Lender in form acceptable to Lender.



ARTICLE VIII

CONDITIONS TO LENDER’S OBLIGATIONS




Section 8.01. Conditions To Be Satisfied. The obligations of Lender to make and
continue the Asset Based Loan and to issue letters of credit under the L.O.C. Facility are, unless
waived in writing by Lender, subject to the further conditions set forth in this Article VIII.
Disbursements against the Asset Based Loan shall only be made and letters of credit will only be
issued under the L.O.C. Facility after sufficient collateral is pledged in accordance herewith.
Notwithstanding the foregoing, all collateral shall secure all parties’ (other than Lender)
Obligations hereunder.



Section 8.02. Conformity with Loan Manuals. All Pledged Loans shall be Eligible Loans
of the variety described in the Loan Manuals, and shall have been underwritten and documented in
accordance with the requirements and procedures set forth in the applicable Loan Manual as further
represented and warranted in the appropriate Officer’s Certificate.



ARTICLE IX

EVENTS OF DEFAULT. REMEDIES AND NO SET OFF




Section 9.01. Events Of Default Defined. Each of the following events shall constitute
an Event of Default:



(a) default in the payment of any principal and interest on the Note as and when the same
shall become due and payable, unless same is cured within the cure period, if any, provided for in
the Note; or



(b) failure or default in the performance or observance of any Financial Covenant. For
purposes hereof, “Financial Covenant” shall mean the covenants set forth in Sections 6.23 through
and including 6.27 hereof.



(c) material breach, failure or default in the performance or observance of any other
covenant, agreement or condition under the Loan Documents (not described in either of clause (a) or
(b) above) for a period of thirty (30) days after the Borrowing Group’s receipt of notice from
Lender of such breach, failure or default; or



(d) any representation, warranty or statement made or furnished to Lender pursuant to the Loan
Documents proves to have been false or misleading in any material respect when made, furnished or
otherwise required to be true; or



(e) any material adverse change in the financial condition of the Borrowing Group or any
Guarantor;



(f) the issuance or filing against any member of the Borrowing Group or any Guarantor of a tax
lien or the issuance or filing of any attachment, injunction, execution or judgment which is not
removed within fifteen (15) days after issuance or filing and such issuance or filing shall have a
material adverse effect on the ability of the Borrowing Group or any Guarantor to perform its
obligations under the Loan Documents;



(g) Borrowing Group in the aggregate or any Guarantor shall fail to pay indebtedness due any
third Persons beyond any applicable grace period and such failure shall have a material adverse
effect on the ability of the Borrowing Group or any Guarantor to perform its obligations under the
Loan Documents;



(h) a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator,
regulatory authority (or other similar official) shall take possession of any member of the
Borrowing Group or any Guarantor or a substantial part of the property thereof, or exercise
Control thereof or thereover, without its consent or a court having jurisdiction in the premises
shall enter a decree or order for relief in respect of any member of the Borrowing Group or any
Guarantor in an involuntary case under any applicable bankruptcy, receivership, insolvency or
other similar laws hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, conservator, sequestrator, regulatory authority (or other similar official) of any member
of the Borrowing Group or any Guarantor or for any substantial part of their property, or ordering
the winding-up or liquidation of its affairs and such decree or order shall continue unstayed and
in effect for a period of ninety (90) consecutive days, or any member of the Borrowing Group or
any Guarantor shall commence a voluntary case under any applicable bankruptcy, receivership,
insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian, conservator,
sequestrator, regulatory authority (or other similar official) of any member of the Borrowing
Group or any Guarantor or of any substantial part of their property, or shall make any general
assignment for the benefit of its or any Guarantor’s creditors, or shall take any corporate action
in furtherance of any of the foregoing; or



Section 9.02. Remedies On Default. Whenever an Event of Default shall have occurred
and be continuing, in addition to declaration of acceleration provided in Section 3.07, Lender
shall have all of the rights and remedies of a secured creditor under the Uniform Commercial Code
as in effect in the State of Florida, and without limiting in any way the foregoing, shall also
have by action of the Lender the following specific rights and remedies:



(a) to declare the entire Asset Based Loan, all principal and interest evidenced by the Note
and all other indebtedness of Borrowing Group to Lender, or any part thereof, immediately due and
payable, whereupon it shall be due and payable;



(b) to terminate further Disbursements and further issuances of letters of credit under the
L.O.C. Facility;



(c) to reduce any claim to judgment;



(d) to take such steps as Lender may deem appropriate to foreclose or otherwise enforce the
security interest granted to Lender to secure payment and the performance of the Borrowing Group
under the Loan Documents; and



(e) to exercise any and all rights afforded by the laws of the State of Florida or any other
jurisdiction as Lender shall deem appropriate, including, but not limited to, the Uniform
Commercial Code of the State of Florida or of such other jurisdiction (the “Code”), or by the Loan
Documents or by law or equity or otherwise; or(f) to institute any action at law or proceedings in
equity or in bankruptcy or otherwise, upon or under the Loan Documents, or for the appointment of a
receiver or trustee, or for any other remedy hereunder or under the Loan Documents.



Section 9.03. Remedies Cumulative And Continuing. All remedies given under this
Article IX at law, in equity and in bankruptcy shall, to the extent permitted by law, be deemed
cumulative, shall be in addition to every other right and remedy given hereunder at law, in equity
or bankruptcy and by statute and not exclusive of any other hereof, to enforce the performance or
observance of the covenants and agreements contained herein, and no delay or omission of Lender to
exercise any right or remedy arising upon any failure, breach or Event of Default occurring and
continuing as aforesaid shall impair any such right or the availability of any such remedy or
shall be construed as a waiver of any such failure, breach or Event of Default or an acquiescence
therein; and, every right and remedy given by this Article IX or by law, in equity and in
bankruptcy to Lender may be exercised from time to time and as often as shall be deemed expedient
by Lender.



Section 9.04. No Implied Waiver. The express waiver of any failure hereunder or
breach hereof or of any Event of Default shall be limited to the particular failure, breach or
Event of Default so waived and shall not be deemed, by implication or otherwise, to waive any
other failure, breach or Event of Default hereunder. Lender, at its sole option, may waive
compliance with any covenant herein contained.



Section 9.05. No Setoff. No setoff, subrogation, contribution, counterclaim, reduction
or diminution of any obligation or any defense of any kind or nature which any member of the
Borrowing Group has or may have, or may come to have, against Lender or against its properties or
assets, shall be available hereunder to such party against Lender.




ARTICLE X




SURVIVAL. SATISFACTION AND TERMINATION



Section 10.01. Existing Obligations. This Agreement modifies certain terms and
conditions of valid, existing obligations evidenced by the instruments described in the Recitals.
The parties hereto agree that this Agreement is not intended to substitute or extinguish such
valid, existing obligations, nor is this Agreement intended to effect a novation of such valid,
existing obligations. The Uniform Commercial Code financing statements previously executed by the
parties to this Agreement in favor of Lender shall not be affected by this Agreement, but shall
continue to secure obligations of the parties hereto to Lender.



Section 10.02. Survival. The covenants, agreements, representations and warranties
made herein and in any document pursuant hereto shall survive the execution and delivery of the
Loan Documents by each member of the Borrowing Group and shall continue in full force and effect so
long as any indebtedness created in connection therewith is outstanding and unpaid; and each member
of the Borrowing Group hereby specifically waives and tolls the running of any applicable
limitation of action on, relating to or arising out of the Loan Documents until the date all
Obligations of the Borrowing Group under the Loan Documents shall become due and fully payable.



Section 10.03. Satisfaction Of Obligations And Termination.  If at any time Borrowing
Group shall pay and satisfy the outstanding Obligations under the Loan Documents, then this
Agreement shall terminate and the parties shall be released from the obligations and liabilities
under the Loan Documents.



ARTICLE XI

MISCELLANEOUS PROVISIONS





Section 11.01. Assignment. Successors And Assigns Of Parties.



(a) Neither this Agreement nor the duties and obligations of Borrowing Group nor any
Guarantor created hereunder and under the Note shall be assigned by any member of the Borrowing
Group or any Guarantor.



(b) The Loan Documents may be assigned, in whole or in part, by Lender.



Section 11.02. Liability Joint and Several. The liability of the members of the
Borrowing Group under the Loan Documents shall be joint and several.



Section 11.03. Notices. Any notice, demand, declaration or certificate which is, by
the terms of the Loan Documents, required or permitted to be given or served by one party to or
upon the other party may be given or served by hand delivery, registered or certified mail, return
receipt requested, overnight delivery, or facsimile transmission with written evidence of receipt
of delivery if to or upon:



	 	 	 	 	 
	Borrowing Group and

each Guarantor:

	 	 	 	c/o Municipal Mortgage & Equity, LLC

621 East Pratt Street, Suite 300

Baltimore, Maryland 21202

Attn: Anthony Mifsud
	 
	 	 	 	 
	
 
	 	with a copy to:
	 	Rana Johnson, VP

MMA Financial, Inc.

3000 Bayport Drive, Suite 1100

Tampa, FL 33607

Direct Line: 813.868.8181

Toll free: 800.237.9946

Fax: 813.425.8000
	 
	 	 	 	 
	
 
	 	with a copy to:
	 	Stephen A. Goldberg, Esq.

Gallagher Evelius & Jones LLP

218 N. Charles Street, 4th Floor

Baltimore, Maryland 21201
	 
	 	 	 	 
	Lender:

	 	 	 	Synovus Bank of Tampa Bay

P.O. Box 14517

St. Petersburg, FL 33733

Attn: Ms. Cathy P. Swanson, Executive Vice President
	 
	 	 	 	 
	
 
	 	with a copy to:
	 	Biber O’Toole Delano Fowler & Clarkson P.L.







	 	360	 	Central
Avenue, Suite 1560






	 	 	 	St. Petersburg,
Florida 33701






Attn: G. Kristin Delano



or to such other person or address as to which the parties shall give notice in accordance with the
terms of this section. Any such notice shall be effective when received, or when it should have
been received, by the party to whom such notice is directed. No notice or demand which is given,
but which is not required by the terms of this Agreement, shall entitle Borrowing Group to any
other or further notice or demand in the same, similar or other circumstances.



Section 11.04. Severability. In the event any provision of any of the Loan Documents
shall be held invalid or unenforceable by a court of competent jurisdiction, such holding shall not
invalidate or render unenforceable the remaining provisions of all of the Loan Documents and there
shall be inserted, if practicable, in lieu of such invalid or unenforceable provision, a provision
which is valid and enforceable and which as nearly as practicable carries out the intent of the
parties expressed in the invalid or unenforceable provision.



Section 11.05. Amendment And Waiver. No course of dealings between Lender and
Borrowing Group shall be effective to amend, modify, or change any provision of the Loan Documents.
No amendment, modification or waiver of any provision of the Loan Documents or consent to any
departure therefrom shall be effective unless it is made in writing and signed by Lender, each
member of the Borrowing Group and each Guarantor.



Section 11.06. Entire Agreement Counterparts. This document sets forth the entire
agreement between the parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings; provided that Loan Documents (other than the Original Agreement and
all amendments which are expressly hereby amended and completely restated) executed with regard to
Pledged Loans that are continuing collateral for the Obligations and the Commitment Letter shall
survive the execution hereof and remain in full force and effect. This Agreement amends and
completely restates the Third Amendment, as further amended and modified. This Agreement may be
executed in any number of counterparts, all of which when taken together shall constitute one
Agreement as if all parties hereto had signed the same document.



Section 11.07. Jurisdiction And Venue. Any action or proceeding against any member of
the Borrowing Group relating in any way to the Loan Documents may at Lender’s option be brought,
and each such Loan Document may at Lender’s option be enforced, in the courts of the State of
Florida in and for Pinellas County and the United States District Court for the Middle District of
Florida and each member of the Borrowing Group irrevocably submits to the jurisdiction of each such
court in respect of any such action or proceeding.



Section 11.08. Governing Law. The Loan Documents shall be governed by and construed in
accordance with the laws of the State of Florida (not including the choice of law rules thereof).



ARTICLE XII

WAIVER AND RELEASE




Section 12.01. Release. Each member of the Borrowing Group and each Guarantor, for
itself and its legal representatives, successors, predecessors and assigns, and its officers,
directors, stockholders, agents, employees and beneficiaries and releases, quits and forever
discharges Lender and its officers, directors, stockholders, agents, attorneys, employees,
successors and assigns of and from any and all claims, demands, debts, actions and causes of action
which any member of the Borrowing Group or any Guarantor now has or might hereafter have against
Lender or any other such party by reason of any act, omission to act, matter, contract, agreement
or thing whatsoever up to the date hereof except with respect to any claim, matter, action, demand
or cause of action resulting from the gross negligence or willful misconduct of Lender, or its
officers, directors, employees, agents, stockholders, or legal representatives.



Section 12.02. Waiver of Defenses. Each member of the Borrowing Group and each
Guarantor hereby waive in favor of Lender, and its successors and assigns, any and all claims or
defenses they may now have with respect to each of the Loan Documents up to the date hereof, and
each such party further agrees not to raise such claims or defenses, if any, against Lender or its
successors and assign in any civil or other proceedings.



Section 12.03. Borrowing Group Not In Default. Lender warrants and represents that
neither no member of the Borrowing Group, nor any Guarantor is in default with respect to the Loan
Documents.



ARTICLE XIII

WAIVER OF JURY TRIAL




EACH MEMBER OF THE BORROWING GROUP, EACH GUARANTOR AND THE LENDER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDER ACCEPTING THIS AGREEMENT AND MAKING ANY LOAN, ADVANCE OR OTHER
EXTENSION OF CREDIT TO THE BORROWING GROUP.



IN WITNESS WHEREOF, the parties have executed this Agreement, by their duly authorized
officers or representatives, to be effective as of the day and year first above set forth.



	 	 	 	 	 	 	 	 	 
	Signed, sealed and delivered
	 	 	 	 	 	LENDER:
	in the presence of:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	SYNOVUS BANK OF TAMPA BAY

	/s/ Charlene M. Harris
	 	 	 	 	 	By: /s/ Cathy Swanson

	Print Name: Charlene M. Harris
	 	 	 	 	 	Cathy Swanson

	 
	 	 	 	 	 	As Its Executive Vice President

	/s/ G Kristin Delano
Print Name: G. Kristin Delano
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	BORROWING GROUP:
	 
	 	 	 	 	 	MMA CAPITAL CORPORATION

	/s/ Virginia Connolly
	 	 	 	 	 	By: /s/ Anthony Mifsud

	Print Name: Virginia Connolly
	 	 	 	 	 	Anthony Mifsud

	 
	 	 	 	 	 	As Its Senior Vice President

	/s/ Brian D. Sims
Print Name: Brian D. Sims
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	MMA MORTGAGE INVESTMENT

	 
	 	 	 	 	 	CORPORATION

	/s/ Virginia Connolly
	 	 	 	 	 	By: /s/ Anthony Mifsud

	Print Name: Virginia Connolly
	 	 	 	 	 	Anthony Mifsud

	 
	 	 	 	 	 	As Its Senior Vice President

	/s/ Brian D. Sims
Print Name: Brian D. Sims
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	MMA CONSTRUCTION FINANCE, LLC

	/s/ Virginia Connolly
	 	 	 	 	 	By: /s/ Anthony Mifsud

	Print Name: Virginia Connolly
	 	 	 	 	 	Anthony Mifsud

	 
	 	 	 	 	 	As Its Senior Vice President

	/s/ Brian D. Sims
Print Name: Brian D. Sims
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	GUARANTORS:
	 
	 	 	 	 	 	MUNICIPAL MORTGAGE & EQUITY LLC

	/s/ Virginia Connolly
	 	 	 	 	 	By: /s/ Anthony Mifsud

	Print Name: Virginia Connolly
	 	 	 	 	 	Anthony Mifsud

	 
	 	 	 	 	 	As Its Senior Vice President

	/s/ Brian D. Sims
Print Name: Brian D. Sims

	 	 	 	 	 	MMA FINANCIAL HOLDINGS, INC.

	/s/ Virginia Connolly
	 	 	 	 	 	By: /s/ Anthony Mifsud

	Print Name: Virginia Connolly
	 	 	 	 	 	Anthony Mifsud

	 
	 	 	 	 	 	As Its Senior Vice President

	/s/ Brian D. Sims
Print Name: Brian D. Sims

	 	 	 	 	 	MMA FINANCIAL, INC.

	/s/ Virginia Connolly
	 	 	 	 	 	By: /s/ Anthony Mifsud

	Print Name: Virginia Connolly
	 	 	 	 	 	Anthony Mifsud

	 
	 	 	 	 	 	As Its Senior Vice President

	/s/ Brian D. Sims
Print Name: Brian D. Sims
	 	 	 	 	 	 	 	 
	STATE OF            Florida
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COUNTY OF            Pinellas
	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






The foregoing instrument was acknowledged before me this 26th day of February,
2007, by Cathy Swanson, as Executive Vice President of SYNOVUS BANK OF TAMPA BAY, a Florida
corporation, on behalf of the corporation. He/She is personally known to me or who has
produced      as identification and who did take an oath.




/s/ G. Kristin Delano




	 	 	Notary Public for State Florida






Print Name: G. Kristin Delano


My Commission Expires: 10/21/2007




(SEAL)



STATE OF      Maryland      )


COUNTY OF      Anne Arundel      )



The foregoing instrument was acknowledged before me this 22 day of February, 2007, by Anthony
Mifsud, as Senior Vice President of MMA Capital Corporation, a Michigan corporation, on behalf of



the corporation. He/She is personally known to me or who has produced   —   as
identification and who did take an oath.




/s/ Virginia Connolly




	 	 	Notary Public for State of Maryland






Print Name: Virginia G. Connolly




My Commission Expires: 5/01/08




(SEAL)



STATE OF      Maryland      )


COUNTY OF      Anne Arundel      )



The foregoing instrument was acknowledged before me this 22 day of February, 2007, by Anthony
Mifsud, as Senior Vice President of MMA Mortgage Investment Corporation, a Florida corporation, on



behalf of the corporation. He/She is personally known to me or who has produced   —   as
identification and who did take an oath.




/s/ Virginia Connolly




	 	 	Notary Public for State of Maryland






Print Name: Virginia G. Connolly




My Commission Expires: 5/01/08




(SEAL)



STATE OF      Maryland      )


COUNTY OF      Anne Arundel      )



The foregoing instrument was acknowledged before me this 22 day of February, 2007, by Anthony
Mifsud, as Senior Vice President of MMA Construction Finance, LLC, a Maryland limited liability



company. He/She is personally known to me or who has produced   —   as identification and
who did take an oath.




/s/ Virginia Connolly




	 	 	Notary Public for State of Maryland






Print Name: Virginia G. Connolly




My Commission Expires: 5/01/08




(SEAL)



STATE OF      Maryland      )


COUNTY OF      Anne Arundel      )



The foregoing instrument was acknowledged before me this 22 day of February, 2007, by Anthony
Mifsud, as Senior Vice President of Municipal Mortgage & Equity LLC, a Delaware limited liability



company, on behalf of the company. He/She is personally known to me or who has produced   —
 as identification and who did take an oath.




/s/ Virginia Connolly




	 	 	Notary Public for State of Maryland






Print Name: Virginia G. Connolly




My Commission Expires: 5/01/08




(SEAL)



STATE OF      Maryland      )


COUNTY OF      Anne Arundel      )



The foregoing instrument was acknowledged before me this 22 day of February, 2007, by Anthony
Mifsud, as Senior Vice President of MMA Financial Holdings, Inc., a Florida corporation, on behalf



of the corporation. He/She is personally known to me or who has produced   —   as
identification and who did take an oath.




/s/ Virginia Connolly




	 	 	Notary Public for State of Maryland






Print Name: Virginia G. Connolly




My Commission Expires: 5/01/08




(SEAL)



STATE OF      Maryland      )


COUNTY OF      Anne Arundel      )



The foregoing instrument was acknowledged before me this 22 day of February, 2007, by Anthony
Mifsud, as Senior Vice President of MMA Financial, Inc, a Maryland corporation, on behalf of the
company. He/She is personally known to me or who has produced   —   as identification and
who did take an oath.




/s/ Virginia Connolly




	 	 	Notary Public for State of Maryland






Print Name: Virginia G. Connolly




My Commission Expires: 5/01/08




(SEAL)



	 	 	 
	Exhibits:

	 	

	A

B

C

D

E

F

G

I

	 	Authorized Officers

Authorized Loan Administrators

Collateral Checklist

Working Capital Loan Report

Letter of Credit Worksheet

Construction Loan Underwriting Guideline

Bridge/Interim Loan Program

Commercial Loan (Non-Multifamily Loan) Program Guidelines







	 	J.	 	Compliance Certificate




1









EXHIBIT A

AUTHORIZED OFFICERS




As to each member of the Borrowing Group, its Chairman, President, Treasurer or any of its Vice
Presidents



2



EXHIBIT B

AUTHORIZED LOAN ADMINISTRATORS





Melanie M. Lundquist




Anthony Mifsud




Bruno Soenen




Megan Targarona




Erin Edwards



3



EXHIBIT C

COLLATERAL CHECKLIST




PROJECT:     DATE:     



BORROWING GROUP MEMBER:      



DOCUMENTS:



	 	 	 	 	 
	________Loan/Bond Documents including Equity Note or Bond Endorsed by Borrowing Group Member to

	Synovus Bank of Tampa Bay
	 	 	 	 
	________Executed Collateral Assignment of Equity/Bond Documents

	________Borrower’s Officer Certificate attesting that the Collateral Assignment of Equity/Bond

	Documents is a valid and binding document sufficient to grant to Synovus Bank of Tampa Bay a

	security interest in the Equity/Bond Collateral, among other things.

	Follow-up documents to be submitted upon receipt by Borrowing Group Member:

	Loan Number:
	 	 	 	 
	Name of Project:
	 	 	 	 
	Type of Loan:
	 	 	 	 
	Risk Grade:
	 	 	 	 
	Midland Equity Syndication:
	 	 	 	 
	Collateral:
	 	 	 	 
	Equity Loan/Bond Face Amount:
	 	$	—	 
	Loan/Bond Balance at time of Collateral Assignment:
	 	$	—	 
	100% of Aggregate Credit Facility :
	 	$	—	 






CERTIFIED BY:     



ON BEHALF OF:




(Name of Member of Borrowing Group)



DATE:      



REVIEWED BY:     



ON BEHALF OF SYNOVUS BANK OF TAMPA BAY



DATE:      



4



EXHIBIT D

WORKING CAPITAL LOAN REPORT




THE UNDERSIGNED OFFICER of _[name of entity]     , a      [type of entity and
state where organized]  (“Reporting Company”) does hereby certify to Synovus Bank of Tampa
Bay, a Florida banking corporation (“Lender”) as follows:




	 	1.	 	That the attached Working Capital Report is true, correct and complete. It is
not misleading and fairly represents the subject matter thereof.






	 	2.	 	This statement is being made with the intention that Lender shall rely hereon
with regard to the administration of the Loan to MMA Capital Corporation, a Michigan
corporation f/k/a Midland Capital Corporation, MMA Mortgage Investment Corporation, a
Florida corporation, MMA Construction Finance, LLC, a Maryland limited liability
company f/k/a MuniMae Midland Construction Finance, LLC, under that certain Fourth
Amended and Restated Loan Agreement made by and among Lender, the aforesaid companies,
Municipal Mortgage & Equity LLC, a Delaware limited liability company and MMA Financial
Holdings, Inc., a Florida corporation f/k/a Midland Financial Holdings, Inc, and MMA
Financial, Inc., a      corporation.





IN WITNESS WHEREOF the undersigned officer of Reporting Company has set his hands and seal
this      day of      ,      .




     




By:      


As Its      



5



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	EXHIBIT "D"	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	WORKING CAPITAL LOAN REPORT	 	 	 	 
	 	 	MCC	 	 	 	 	 	 	 	 	 	 	 	 	 	90% Margined	 	 	 	 	 	 	 	Actual
	Type of	 	Risk	 	Type of	 	 	 	 	 	Loan	 	Loan	 	Account	 	Collateral	 	Date	 	Maturity	 	Interest	 	Days
	Loan	 	Rating	 	Loan	 	Borrower	 	Project	 	Number	 	Amount	 	Balance	 	Balance	 	Funded	 	Date	 	Paid Thru	 	Past Due
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL MCC LOANS HELD BY SYNOVUS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	-	 	-	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL COLLATERAL HELD BY SYNOVUS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	-	 	-	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MAXIMUM COLLATERALIZED CREDIT LINE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COLLATERAL IN EXCESS/DEFICIT OF CREDIT LINE BORROWINGS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MAXIMUM COLLATERALIZED CREDIT LINE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CREDIT LINE BORROWINGS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AVAILABLE ON CREDIT LINE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






6




EXHIBIT E




LETTER OF CREDIT WORKSHEET

SYNOVUS BANK OF TAMPA BAY




Name of Applicant      


(Entity requesting the credit)



Amount of L/C      



Term of L/C      



Beneficiary      



Beneficiary Contact Name      



Phone Number      



Fax Number      



Address of Beneficiary      



     



     



Anticipated date of L/C      



Does the Beneficiary require a Rated Bank      yes      no



Does the L/C need to be transferable?      yes      no



Are partial draws required?      yes      no



Does the L/C need to be automatically renewed?      yes      no



What is the purpose of this L/C?      



     



     



     



Conditions that must be met in order for the L/C to be drawn      



     



     



     



MMA Contact      



Phone number      



Fax number      



Who will sign documents on behalf of MMA      



7



EXHIBIT F

CONSTRUCTION LOANS




Construction loans represent short term financing for the new construction and/or substantial
renovation of a real estate project, with loan proceeds disbursed periodically in installments as
the work progresses. Construction loans are generally underwritten with an anticipated third party
take-out from government sponsored enterprises (GSEs) or Conduits. In some instances, MMA will
provide construction-only financing. Loans are generally recourse and secured by a first lien
Mortgage and assignment of all contractual agreements, rents, and leases encumbering the property.
The term is typically 24-36 months with longer terms considered for certain property types. One or
more short-term extensions may be available.



The construction loan amount is typically calculated to be the lesser of: (i) a certain Loan to
Value ratio, based on the property’s stabilized market value as determined by an independent MAI
appraisal report prepared for and approved by MMA; and (ii) a certain Debt Coverage ratio based on
the current permanent loan funding requirements assuming completion of construction and current
market rents. For LIHTC properties, MMA will fund up to the permanent loan amount plus additional
installments against future syndication disbursements, resulting in a loan not to exceed the sum of
the permanent loan amount and subsequent syndication installments (installments funded at
construction completion and stabilization).



	 	 	 
	Property Type:

	 	Multifamily; new construction or substantial rehabilitation
	 
	 	 
	Loan Size:

	 	$1 million minimum, with acceptable permanent loan commitment in place
	 
	 	 
	Term:

	 	Up to 24 months for Tax Credit properties, with other terms considered for Market Rate properties.
	 
	 	 
	Interest Rate:

	 	Spread over LIBOR or Wall Street Journal Prime Rate
	 
	 	 
	Guaranty:

	 	Full recourse for project completion and repayment
	 
	 	 
	Take-out:

	 	The construction loan must be backed by a forward take-out provided by an agency or a third-party lender.






Funding Requirements




	 	 	 	Maximum LTV: 80% for market rate; not applicable to affordable projects due to funding of
future LIHTC equity installments






	 	 	 	Minimum DCR: 1.25x for market rate; not applicable to affordable projects due to funding of
future LIHTC equity installments




8









Exhibit G




Bridge/Interim Loan Program




Interim Loans are loans supporting multifamily projects that are originated or purchased by MMA
after completion of construction. These loans are secured by a first lien on the property; the term
is typically 2-5 years or less. The loans pass a full credit underwriting by the normal standards
of MMA. The loans are underwritten as new assets, with all typical third party reports and security
documents in place. This would include new appraisals, environmental reports, engineering surveys
and title policies.



LTV/DSC: As required by anticipated exit strategy (e.g. Fannie Mae, Freddie Mac or other secondary
market source).



Interest Rate: Spread over LIBOR



Amortization: Typically Interest-Only, but amortization may be required depending on the structure
of the individual transaction.



Recourse: Non-recourse if property is existing and stabilized. Full or partial recourse may be
required if there is additional risk, depending on circumstances.



Loan Sizing: NOI/LTV used to determine loan amount does not assume rent trending or property
operation improvement (i.e. “as-is” operations)



Additional proceeds: Additional proceeds above what is supportable by current NOI considered on a
limited case-by-case basis with strong borrowers. The additional proceeds must be secured by cash
collateral (including letters of credit from an AA rated third-party provider) and a guaranty.



9



EXHIBIT H

Direct Purchase Program

Unenhanced, Tax-Exempt Bond Financing




Represents investments in municipal bonds issued to finance affordable housing and other types
of multifamily bonds.



	 	 	 
	Property Type:

	 	Multifamily; for new construction and rehabilitation
	 
	 	 
	Loan Amount:

	 	Up to $40 million
	 
	 	 
	Interest Rate:

	 	Priced at the then current market rate
	 
	 	 
	Amortization:

	 	Up to 45 years







Typically starts 30-42 months after closing. Bonds are subject to resizing
upon stabilization. Resizing can be extended upon payment of extension fees.



	 	 	 	 	 
	Term:
	 	Up to 45 years, but most bonds have matching call/put in 17-20 years.

	Debt Service
Coverage:
	 	 	1.10-1.15	 
	Loan to Value:
	 	Up to 95%

	 
	 	Recourse: Varies, but typically full recourse through stabilization.
	Prepayment:
	 	Typical lockout is 17-20 years.







10




EXHIBIT I

COMMERCIAL LOAN PROGRAM (NON-MULTIFAMILY LOANS)




This program is designed to provide a short term financing alternative for transactions that
are either stabilized, or in need of renovation/re-tenanting, or other value-added and
redevelopment strategies. General program requirements are as follows:



	 	 	 
	Property Types:

Loan Size:

Loan-to-Value:

Debt Service

Coverage:

Loan Term:

Amortization:

Interest Rate:

Loan-to-Cost:

Guarantees:

	 	Office, Industrial, Retail, Hotels, Condos, Apartments and Seniors Housing.

Minimum $3 million

Maximum 80%



Minimum 1.15

Typically 2 to 5 years

Typically interest-only, but amortization may be required depending on the structure of the individual

transaction

Spread over LIBOR

Up to 90%

Subject to standard carve-outs. Additional guarantees may be required depending on the individual

transaction structure.
	 
	 	 






11




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Exhibit "J"	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Compliance Certificate	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Financial Covenants Summary	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	As of	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 
	This certificate is delivered pursuant to Section 6.23 - 6.27 of the Loan Agreement between MMA Capital Corp., et al
	 	 	 	 	 	 	 	 	 	 	 	 
	and Synovus Bank of Tampa Bay dated
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Section
	 	 	 	 	 	 	 	 	 	Description	 	 	 	 	 	 	 	 	 	Calculation
	 	 	 
	 	 	 	 
	6.23
	 	 	 	 	 	Unencumbered Liquidity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		A.		 	Actual Unencumbered Liquidity
	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		B.		 	Minimum required Unencumbered Liquidity
	 	 	 	 	 	 	 	 	 		15,000,000	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		C.		 	Excess (deficient) for covenant compliance (Line 6.23.A - 6.23.B)
	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.24	 	 	 	 	 	Minimum Consolidated Tangible Net Worth
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		A.		 	Actual Consolidated Tangible Net Worth at Statement Date:
	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 		1		 	Shareholders' Equity
	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 		2		 	Intangible Assets
	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		3		 	Consolidated Tangible Net Worth (Line 6.24.A.1 less 6.24.A.2)
	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		B.		 	Minimum required Consolidated Tangible Net Worth
	 	 	 	 	 	 	 	 	 		350,000,000	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		C.		 	Excess (deficient) for covenant compliance (Line 6.24.A - 6.24.B)
	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.25
	 	 	 	 	 	Consolidated Leverage Ratio	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		A.		 	Consolidated Debt at Statement Date
	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		B.		 	Consolidated Tangible Net Worth (Line 6.25.A.3 above)
	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		C.		 	Consolidated Leverage Ratio (Line 6.25.A to Line 6.25.B)
	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		D.		 	Maximum Consolidated Leverage Ratio
	 	 	 	 	 	 	 	 	 		5:1	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.26	 	 	 	 	 	Consolidated Senior Indebtedness to Consolidated Tangible Net Worth
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 		A.		 	Consolidated Senior Indebtedness
	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		B.		 	Consolidated Tangible Net Worth (Line 6.24.A.3 above)
	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		C.		 	Consolidated Senior Indebtedness to Consolidated Tangible Net Worth (Line 6.26.A to Line 6.26.B)
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		D.		 	Maximum Consolidated Senior Indebtedness to Consolidated Tangible Net Worth
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		3.5:1	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.27	 	 	 	 	 	Consolidated Interest and Distribution Coverage Ratio
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		A.		 	Consolidated CAD for four consecutive fiscal quarters ending on above date (“Subject Period”)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		B.		 	Consolidated Interest Charges and Distribution for Subject Period
	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		C.		 	Consolidated Interest and Distribution Coverage Ratio (Line 6.27.A plus Line 6.27.B to Line 6.27.B)
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		D.		 	Minimum Consolidated Interest and Distribution Coverage ratio
	 	 	 	 	 	 	 	 	 		1.5:1	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of Restricted Payments that represent distributions to holders of preferred shares included in above
	 	 	 	 
	 
	 		E.		 	calculations.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The undersigned hereby certifies that:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The foregoing is true and correct to the best of his / her knowledge and belief. The borrower covenants and agrees to notify the Bank of any substantial financial change

	A.	 	affecting these covenants occuring between the date hereof and the date on which the subsequent report is due.
	 	 	 	 	 	 	 	 
	 	 	Except as otherwise indicated in any accompanyingreport, no condition exists and no event has occurred which would constitute a default as defined in the Loan Agreement on

	B.	 	which, after notice or lapse of time or both, would constitute a default.
	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 		 		 		 		 		 		 		 		 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:
	 		 		 		 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







12