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Municipal Mortgage & Equity, LLC
621 East Pratt Street
Baltimore, Maryland 21202
T 443.263.2900 F 410.727.5387
November 7, 2007
VIA
FACSIMILE
Wachovia Securities
301 S. College Street, 16 th Floor
Charlotte, NC 28288
Attention: Lee Goins, Vice President
Re: Notice
and Request for Waiver
Ladies
and Gentlemen:
Reference
is made to that certain $200,000,000 Master Repurchase Agreement by
and among MMA Realty Capital Repurchase Subsidiary, LLC, Variable
Funding Capital Company, LLC, Wachovia Capital Markets, LLC (the
“ Bank ”), MMA Realty Capital, LLC and Municipal
Mortgage & Equity, LLC (“ MuniMae ”) dated
as of November 13, 2006 and all related agreements (together,
the " Agreement ”). All capitalized terms used but not
defined herein shall have the meanings assigned to such terms in
the Agreement.
Notice
This
correspondence will serve as notice of the matters set forth herein
given pursuant to the requirements of the applicable notices
provisions of the Agreement.
As we
notified you by letter in September 2006 and by the Notice and
Request for Waiver, dated March 23, 2007, our continuing
efforts to restate certain of the historical GAAP financial
statements of MuniMae and certain other matters have delayed the
completion of certain of our 2006 financial statements and annual
and periodic reports to the Securities and Exchange Commission, as
well as the financial statements for certain of our affiliates.
We
currently anticipate that we will file (1) our annual report
on Form 10-K for fiscal 2006 (the “ MuniMae 2006
Form 10-K ”) on or before March 3, 2008 and
(2) our quarterly reports on Forms 10-Q for each of the
quarters ending March 31, 2007, June 30, 2007 and
September 30, 2007 (the “ MuniMae Q1 2007 Form
l0-Q ,” the “ MuniMae Q2 2007 Form 10-Q
” and the " MuniMae Q3 2007 Form 10-Q ,”
respectively, and together the “ MuniMae 2007 Forms
10-Q ”) sequentially at some point after March 31,
2008 but not after December 31, 2008. Prior to these filing
dates, we currently anticipate that we will be able to deliver only
“management certified” unaudited financial statements
with respect to MuniMae.
As a
result and as we have informed you previously, we will be unable to
comply with the applicable financial reporting and related
covenants set forth in the applicable financial reporting covenants
in the Agreements.
Request for
Waiver
We hereby
request a one-time waiver of any and all Defaults or Events of
Default with r
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