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Unsecured Lines of Credit
12 Months Ended
Dec. 31, 2019
Unsecured Lines of Credit

15. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of December 31, 2019:

 

 

Outstanding Debt

Financings as of December 31, 2019, net

 

 

Restricted

Cash

 

 

Year

Acquired

 

Stated Maturities

 

Reset

Frequency

 

SIFMA

Based Rates

 

 

Facility Fees

 

 

Period End

Rates

 

TEBS Financings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed - M24

 

$

40,495,442

 

 

$

204,000

 

 

2010

 

May 2027

 

N/A

 

N/A

 

 

N/A

 

 

3.05%

 

Variable - M31 (1)

 

 

79,505,180

 

 

 

4,999

 

 

2014

 

July 2024

 

Weekly

 

1.64%

 

 

1.54%

 

 

3.18%

 

Fixed - M33

 

 

31,367,147

 

 

 

2,606

 

 

2015

 

September 2030

 

N/A

 

N/A

 

 

N/A

 

 

3.24%

 

Fixed - M45 (2)

 

 

217,603,233

 

 

 

5,000

 

 

2018

 

July 2034

 

N/A

 

N/A

 

 

N/A

 

 

3.82%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOB & Term A/B Trusts

   Securitization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable - TOB (3)

 

 

102,591,789

 

 

 

-

 

 

2019

 

July 2020 - September 2020

 

Weekly

 

1.79% - 2.08%

 

 

1.12% - 1.66%

 

 

2.96% - 3.45%

 

Fixed - Term TOB (3)

 

 

21,073,418

 

 

 

-

 

 

2014 - 2019

 

January 2020 - May 2022

 

N/A

 

N/A

 

 

N/A

 

 

3.53% - 4.01%

 

Fixed - Term A/B (3)

 

 

43,561,212

 

 

 

-

 

 

2017 - 2019

 

February 2020 - February 2027

 

N/A

 

N/A

 

 

N/A

 

 

4.46% - 4.53%

 

Total Debt Financings

 

$

536,197,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Facility fees have a variable component.

 

 

(4)

The M45 TEBS has an initial interest rate of 3.82% through July 31, 2023. From August 1, 2023 through the stated maturity date, the interest rate is 4.39%. These rates are inclusive of credit enhancement fees payable to Freddie Mac.

 

(6)

The following table summarizes the individual TOB, Term TOB and Term A/B Trust securitizations as of December 31, 2019:

 

 

 

Outstanding Financing as of

December 31, 2019, net

 

 

Financing Facility Provider

 

Year

Acquired

 

Stated Maturity

 

Reset

Frequency

 

SIFMA

Based Rates

 

 

Facility Fees

 

 

Period End

Rates

 

Variable - TOB Securitization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Live 929

 

$

31,733,007

 

 

Mizuho

 

2019

 

August 2020

 

Weekly

 

1.79%

 

 

1.66%

 

 

 

3.45

%

Montecito at Williams Ranch - Series A

 

 

6,899,653

 

 

Mizuho

 

2019

 

August 2020

 

Weekly

 

1.79%

 

 

1.17%

 

 

 

2.96

%

PHC Certificate Trust 1

 

 

20,067,635

 

 

Mizuho

 

2019

 

September 2020

 

Weekly

 

2.08%

 

 

1.12%

 

 

 

3.20

%

PHC Certificate Trust 2

 

 

3,786,197

 

 

Mizuho

 

2019

 

September 2020

 

Weekly

 

2.08%

 

 

1.12%

 

 

 

3.20

%

PHC Certificate Trust 3

 

 

10,850,103

 

 

Mizuho

 

2019

 

September 2020

 

Weekly

 

2.08%

 

 

1.12%

 

 

 

3.20

%

Rosewood Townhomes - Series A

 

 

7,687,958

 

 

Mizuho

 

2019

 

July 2020

 

Weekly

 

1.79%

 

 

1.17%

 

 

 

2.96

%

South Pointe Apartments - Series A

 

 

17,992,112

 

 

Mizuho

 

2019

 

July 2020

 

Weekly

 

1.79%

 

 

1.17%

 

 

 

2.96

%

Vineyard Gardens - Series A

 

 

3,575,124

 

 

Mizuho

 

2019

 

August 2020

 

Weekly

 

1.79%

 

 

1.17%

 

 

 

2.96

%

Total TOB

   Financing\ Weighted Average

   Period End Rate

 

$

102,591,789

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.19

%

 

 

 

Outstanding Financing as of

December 31, 2019, net

 

 

Financing Facility Provider

 

Year

Acquired

 

Stated Maturity

 

Fixed

Interest

Rate

 

Fixed - Term TOB Securitization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Nova 1

 

$

8,010,000

 

 

Deutsche Bank

 

2014

 

January 2020

 

4.01%

 

Village at Avalon

 

 

13,063,418

 

 

Morgan Stanley

 

2019

 

May 2022

 

3.53%

 

Total Fixed Term TOB

   Financing\ Weighted Average

   Period End Rate

 

$

21,073,418

 

 

 

 

 

 

 

 

 

3.71

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed - Term A/B Trusts Securitization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avistar at Copperfield - Series A

 

$

8,385,080

 

 

Deutsche Bank

 

2017

 

February 2027

 

4.46%

 

Avistar at Wilcrest - Series A

 

 

3,142,267

 

 

Deutsche Bank

 

2017

 

February 2027

 

4.46%

 

Avistar at Wood Hollow - Series A

 

 

26,773,109

 

 

Deutsche Bank

 

2017

 

February 2027

 

4.46%

 

Gateway Village

 

 

2,260,628

 

 

Deutsche Bank

 

2019

 

February 2020

 

4.53%

 

Lynnhaven

 

 

3,000,128

 

 

Deutsche Bank

 

2019

 

February 2020

 

4.53%

 

Total Fixed A/B Trust

   Financing\ Weighted Average

   Period End Rate

 

$

43,561,212

 

 

 

 

 

 

 

 

 

4.47

%

 

 

 

 

The following table summarizes the Partnership’s Debt Financing, net of deferred financing costs, as of December 31, 2018:

 

 

 

Outstanding Debt

Financings as of

December 31, 2018, net

 

 

Restricted

Cash

 

 

Year

Acquired

 

Stated Maturities

 

Reset

Frequency

 

SIFMA

Based Rates

 

 

Facility Fees

 

 

Period End

Rates

 

TEBS Financings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable - M24

 

$

41,466,000

 

 

$

432,998

 

 

2010

 

September 2020

 

Weekly

 

1.76%

 

 

1.85%

 

 

3.61%

 

Variable - M31 (1)

 

 

80,418,505

 

 

 

181,626

 

 

2014

 

July 2019 (2)

 

Weekly

 

1.74%

 

 

1.49%

 

 

3.23%

 

Variable - M33 (1)

 

 

31,262,039

 

 

 

58,002

 

 

2015

 

July 2020 (3)

 

Weekly

 

1.74%

 

 

1.26%

 

 

3.00%

 

Fixed - M45 (4)

 

 

219,250,387

 

 

 

5,000

 

 

2018

 

July 2034

 

N/A

 

N/A

 

 

N/A

 

 

3.82%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOB & Term A/B Trusts

   Securitization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable - TOB (5)

 

 

37,620,000

 

 

 

-

 

 

2012

 

May 2019

 

Weekly

 

2.21%

 

 

1.67%

 

 

3.88%

 

Fixed - Term TOB (6)

 

 

46,675,413

 

 

 

-

 

 

2014

 

October 2019

 

N/A

 

N/A

 

 

N/A

 

 

4.01% - 4.39%

 

Fixed - Term A/B (6)

 

 

48,971,221

 

 

 

-

 

 

2017 - 2018

 

May 2019 - February 2027

 

N/A

 

N/A

 

 

N/A

 

 

4.46% - 4.53%

 

Total Debt Financings

 

$

505,663,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Facility fees have a variable component.

(2)

The Partnership may unilaterally elect to extend the financing for an additional five-year period through July 2024.  If the Partnership exercises its extension option, Freddie Mac has the option to adjust components of the Facility Fees.

(3)

The Partnership may unilaterally elect to extend the financing for an additional five-year period through July 2025.  If the Partnership exercises its extension option, Freddie Mac has the option to adjust components of the Facility Fees.

(4)

M45 TEBS has an initial interest rate of 3.82% through July 31, 2023.  From August 1, 2023 through the stated maturity date, the interest rate is 4.39%.  These rates are inclusive of credit enhancement fees payable to Freddie Mac.

(5)

The variable TOB Financings are secured by the Partnership’s three PHC Certificates (see Note 7).

(6)

The following table summarizes the individual Term TOB and Term A/B Trust securitizations as of December 31, 2018:

 

 

 

 

Outstanding Financing as of

December 31, 2018, net

 

 

Financing Facility Provider

 

Year

Acquired

 

Stated Maturity

 

Fixed

Interest

Rate

 

Fixed - Term TOB Securitization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Live 929

 

$

37,665,413

 

 

Deutsche Bank

 

2014

 

October 2019

 

 

4.39

%

Pro Nova 1

 

 

9,010,000

 

 

Deutsche Bank

 

2014

 

October 2019

 

 

4.01

%

Total Fixed Term TOB

   Financing\ Weighted Average

   Period End Rate

 

$

46,675,413

 

 

 

 

 

 

 

 

 

4.31

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term A/B Trusts Securitization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avistar at Wood Hollow - Series A

 

$

26,860,337

 

 

Deutsche Bank

 

2017

 

February 2027

 

 

4.46

%

Avistar at Wilcrest - Series A

 

 

3,172,029

 

 

Deutsche Bank

 

2017

 

February 2027

 

 

4.46

%

Avistar at Copperfield - Series A

 

 

8,422,855

 

 

Deutsche Bank

 

2017

 

February 2027

 

 

4.46

%

Montecito at Williams Ranch - Series A

 

 

6,921,000

 

 

Deutsche Bank

 

2018

 

May 2019

 

 

4.53

%

Vineyard Gardens - Series A

 

 

3,595,000

 

 

Deutsche Bank

 

2018

 

May 2019

 

 

4.53

%

Total Fixed A/B Trust

   Financing\ Weighted Average

   Period End Rate

 

$

48,971,221

 

 

 

 

 

 

 

 

 

4.47

%

 

 

The TOB, Term TOB, Term A/B and TEBS Financing arrangements are consolidated VIE’s to the Partnership (Note 5). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, Term TOB, Term A/B and TEBS Financings in the Partnership’s consolidated financial statements. See Note 6 for information regarding the MRBs securitized within each TOB, Term TOB, Term A/B and TEBS Financing. As the residual interest holder, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of PHCs or of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the underlying collateral may be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.

 

Freddie Mac Tax Exempt Bond Securitization (“TEBS”) Financings

The Partnership, through four wholly owned subsidiaries (collectively, the “Sponsors”), has sponsored four separate TEBS financings – the M24 TEBS Financing, the M31 TEBS Financing, the M33 TEBS Financing, and the M45 TEBS Financing (collectively, the “TEBS Financings”). The TEBS Financings are structured such that the Partnership transferred MRBs to Freddie Mac to be securitized into the TEBS Financings. Freddie Mac then issued Class A and Class B Freddie Mac Multifamily Variable Rate Certificates or Class A and Class B Freddie Mac Multifamily Fixed Rate Certificates (collectively, the “TEBS Certificates”), which represent beneficial interests in the securitized assets. The Class A TEBS Certificates are sold to unaffiliated investors and entitle the holders to cash flows from the securitized assets. The Class A TEBS Certificates are credit enhanced by Freddie Mac such that Freddie Mac will cover any shortfall if the cash flows from the securitized assets are less than the contractual principal and interest due to the Class A TEBS Certificate holders. The Sponsors or Partnership would then be required to reimburse Freddie Mac for any credit enhancement payments. The Class B TEBS Certificates are retained by the Sponsors and grant the Partnership rights to certain cash flows from the securitized assets after payment to the Class A Certificates and related facility fees, as well as certain other rights to the securitized assets., and the Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TEBS Financings in the Partnership’s consolidated financial statements. See Note 6 for information regarding the MRBs securitized within each TEBS Financing.

As of December 31, 2019 and 2018, the Partnership posted restricted cash as contractually required under the terms of the four TEBS Financings. In addition, the Partnership has entered in interest rate cap agreements to mitigate its exposure to interest rate fluctuations on the variable-rate M31 TEBS Financing (Note 17).

 

TEBS Financings Activity in 2019:

 

In June 2019, the Partnership exercised its unilateral right to extend the M31 TEBS Financing with Freddie Mac for an additional five-year period through July 2024.

 

 

In July 2019, the Partnership refinanced the M24 TEBS Financing with Freddie Mac. The M24 TEBS Financing was converted to a fixed interest rate of 3.05%, which is inclusive of credit enhancement and servicing fees, and the stated maturity was extended from September 2020 to May 2027. The refinancing was treated as an extinguishment for accounting purposes and the Partnership capitalized approximately $307,000 as deferred financing costs related to the refinancing.

In July 2019, the Partnership refinanced the M33 TEBS Financing with Freddie Mac. The M33 TEBS Financing converted to a fixed interest rate of 3.24%, which is inclusive of credit enhancement and servicing fees, and the stated maturity was extended from July 2020 to September 2030. The refinancing was treated as an extinguishment for accounting purposes and the Partnership expensed approximately $496,000 of previously unamortized deferred financing costs associated with the M33 TEBS Financing. The Partnership capitalized approximately $265,000 as deferred financing costs related to the refinancing. The Partnership received premium proceeds upon refinancing of approximately $435,000, which will be amortized using the effective interest method through the term of the agreement.

In June 2019, the Partnership exercised its unilateral right to extend the M31 TEBS Financing with Freddie Mac for an additional five-year period through July 2024.

TEBS Financings Activity in 2018:

In August 2018, the Partnership and its newly created consolidated subsidiary, ATAX TEBS IV, LLC (the “2018 Sponsor”), entered into a long-term debt financing facility provided through the securitization of 25 MRBs, with an initial par value of approximately $260.6 million owned by the 2018 Sponsor pursuant to the M45 TEBS Financing. The M45 TEBS Financing facility provided the Partnership with a long-term, fixed-rate facility. The M45 TEBS Financing was structured such that the Partnership transferred ownership of the 25 MRBs to Freddie Mac to be securitized into a TEBS Trust. The Class A TEBS Certificates had an aggregate initial par value of approximately $221.5 million. Of the 25 MRBs securitized in the M45 TEBS Financings, 24 MRBs were in Term A/B Trusts that were collapsed prior to the closing of the M45 TEBS Financing. The collapse of the Term A/B Trusts and subsequent closing of the M45 TEBS Financing resulted in a debt modification for accounting purposes and the Partnership capitalized transaction costs totaling approximately $371,000 as deferred financing costs.

 

There were three unscheduled paydowns during the year ended December 31, 2018 due to redemptions of MRBs held by the respective TEBS. The following table summarizes the MRBs redeemed and the amount of Class A Certificates redeemed upon redemption:

 

Mortgage Revenue Bond Redeemed

 

TEBS Facility

 

Month

 

Paydown Applied

 

Lake Forest

 

M24 TEBS

 

September 2018

 

$

8,122,000

 

Bella Vista

 

M24 TEBS

 

October 2018

 

 

5,076,000

 

Vantage at Judson - Series B

 

M33 TEBS

 

December 2018

 

 

25,908,568

 

 

 

 

TOB, Term TOB and Term A/B Trust Financings

 

Deutsche Bank  

The Partnership has executed a Master Trust Agreement with Deutsche Bank that allows the Partnership to execute multiple TOB, Term TOB and Term A/B Trust (collectively, “Trusts”) structures upon the approval and agreement of terms by Deutsche Bank. Under each TOB Trust structure, the trustee issues SPEARS and LIFERS that represent beneficial interests in the securitized asset held by the TOB Trusts. Under each Term TOB and Term A/B Trust structure, the trustee issues Class A and Class B Certificates that represent beneficial interests in the securitized assets held by the Term TOB or Term A/B Trusts. Deutsche Bank has purchased the SPEARS and Class A Certificates and the Partnership has retained the LIFERS and Class B Certificates of each Trust. Pursuant to the terms of the Trusts, the Partnership is required to reimburse Deutsche Bank for any shortfall realized on the contractual cash flows on the SPEARS or Class A Certificates. The LIFERS and Class B Certificates grant the Partnership certain rights to the securitized assets.

The Master Trust Agreement with Deutsche Bank contains covenants with which the Partnership is required to comply. If the Partnership were to be out of compliance with any of these covenants, a termination event of the financing facilities would be triggered which would require the Partnership to purchase a portion or all of the senior SPEARS or Class A Certificates held by Deutsche Bank. The most restrictive covenant within the Master Trust Agreement states that cash available to distribute plus interest expense for the trailing twelve months must be at least twice the trailing twelve-month interest expense. The Partnership was in compliance with these covenants as of December 31, 2019.

 

Mizuho Capital Markets

 

During the third quarter of 2019, the Partnership entered into various TOB Trust financings with Mizuho secured by MRBs and PHC Certificates. Under each TOB Trust structure, the trustee issues senior Floater Certificates and Residual Certificates that represent beneficial interests in the securitized asset held by the TOB Trusts. The Floater Certificates are sold to unaffiliated investors and entitle the holder to cash flows from the securitized assets at a variable interest rate. The Floater Certificates are credit enhanced by Mizuho such that Mizuho will cover any shortfall if the cash flows from the securitized assets are less than the contractual principal and interest due to the Floater Certificate holders. The Partnership would then be required to reimburse Mizuho for any credit enhancement payments. The Residual Certificates are retained by the Partnership and grant the Partnership rights to certain cash flows from the securitized assets after payment to the Floater Certificates and related trust fees, as well as certain other rights to the securitized assets.

 

The TOB Trusts with Mizuho require that the Partnership’s residual interest in the TOB Trusts maintain a certain value in relation to the total assets in each Trust.  In addition, the Master Trust Agreement with Mizuho requires the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that it remained listed on the NASDAQ.  If the Partnership is not in compliance with any of these covenants, a termination event of the financing facility would be triggered, which would require the Partnership to purchase a portion or all of the senior interests issued by each TOB Trust. The Partnership was in compliance with these covenants as of December 31, 2019.

 

Morgan Stanley Bank

 

In May 2019, the Partnership entered into a Term TOB Trust financing with Morgan Stanley Bank, N.A. (“Morgan Stanley”) secured by an MRB. Under the Term TOB Trust structure, the trustee issues Class A and Class B Certificates that represent beneficial interests in the securitized asset held by the Term TOB. Morgan Stanley has purchased the Class A Certificates and the Partnership has retained the Class B Certificates of each Trust. The Class B Certificates grant the Partnership certain rights to the securitized assets.

 

The Term TOB Trust with Morgan Stanley is subject to a Trust Agreement and other related agreements that contains covenants with which the Partnership is required to comply.  If the Partnership is out of compliance with any of these covenants, a termination event of the financing facility would be triggered which would require the Partnership to purchase a portion or all of the Class A Certificates held by Morgan Stanley.  The most restrictive covenant within the Trust Agreement and related agreements requires the maintenance of a debt service coverage ratio above a specified threshold and the Partnership’s net assets cannot decline by more than specific percentages over designated periods of time.  The Partnership was in compliance with these covenants as of December 31, 2019.

 

 

 

Contractual Maturities

 

The Partnership’s contractual maturities of borrowings for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:

 

2020

 

$

121,117,504

 

2021

 

 

5,326,861

 

2022

 

 

18,496,986

 

2023

 

 

5,896,946

 

2024

 

 

15,472,867

 

Thereafter

 

 

372,276,815

 

Total

 

 

538,587,979

 

Unamortized deferred financing costs and debt premium

 

 

(2,390,558

)

Total debt financing, net

 

$

536,197,421

 

 

Certain Term TOB Trusts and certain Term A/B Trusts mature in 2020. The Partnership expects to refinance these financings with either the current lender or a similar lender. In addition, the Partnership expects to renew each TOB financing facility maturing in 2020. There can be no assurances that the Partnership’s efforts to refinance will be successful.

 

Unsecured Lines of Credit [Member]  
Unsecured Lines of Credit

14. Unsecured Lines of Credit

The following tables summarize the Partnership’s unsecured lines of credit as of December 31, 2019 and 2018:

 

Unsecured Lines of Credit

 

Outstanding as of December 31, 2019

 

 

Total

Commitment

 

 

Commitment

Maturity

 

Variable /

Fixed

 

Reset

Frequency

 

Period End

Rate

 

Bankers Trust non-operating

 

$

13,200,000

 

 

$

50,000,000

 

 

June 2021

 

Variable (1)

 

Monthly

 

 

4.19

%

Bankers Trust operating

 

 

-

 

 

 

10,000,000

 

 

June 2021

 

Variable (1)

 

Monthly

 

 

4.94

%

Total unsecured lines of credit

 

$

13,200,000

 

 

$

60,000,000

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The variable rate is indexed to LIBOR plus an applicable margin.

 

Unsecured Lines of Credit

 

Outstanding as of December 31, 2018

 

 

Total

Commitment

 

 

Commitment

Maturity

 

Variable /

Fixed

 

Reset

Frequency

 

Period End

Rate

 

Bankers Trust non-operating

 

$

35,659,200

 

 

$

50,000,000

 

 

June 2020

 

Variable (2)

 

Monthly

 

 

5.38

%

Bankers Trust operating

 

 

-

 

 

 

10,000,000

 

 

June 2020

 

Variable (2)

 

Monthly

 

 

5.63

%

Total unsecured lines of credit

 

$

35,659,200

 

 

$

60,000,000

 

 

 

 

 

 

 

 

 

 

 

 

(2)

The variable rate is indexed to LIBOR plus an applicable margin.

 

The Partnership has entered into a Credit Agreement (the “Credit Agreement”) for an unsecured LOC (“non-operating LOC”) of up to $50.0 million with Bankers Trust, the Partnership’s sole lead arranger and administrative agent.  The Credit Agreement originated in May 2015 and has been subsequently amended. The non-operating LOC bears interest at a variable rate equal to 2.5% plus the 30-day London Interbank Offered Rate (“LIBOR”) as of December 31, 2019. The proceeds of the non-operating LOC are used by the Partnership to purchase multifamily real estate assets, MRBs or taxable MRBs.  The Partnership intends to repay each advance either through alternative long-term debt or equity financing. The principal amount of each acquisition advance is due on the 270th day following the advance date (the “Repayment Date”).  The Partnership may extend any Repayment Date for up to three additional 90-day periods. In order to extend the Repayment Date, the Partnership must make principal payments equal to 5% of the original advance for the first extension, 10% for the second extension, and 20% for the third extension. The Repayment Date may not be extended beyond the stated maturity of the non-operating LOC. The Repayment Dates for the balance outstanding as of December 31, 2019, exclusive of available extensions, range from March 2020 to September 2020. The non-operating LOC contains a covenant, among others, that the Partnership’s ratio of the lender’s senior debt will not exceed a specified percentage of the market value of the Partnership’s assets, as defined in the Credit Agreement. The Partnership was in compliance with all covenants as of December 31, 2019.

During 2019 and 2018, the Partnership had an unsecured operating Line of Credit (“operating LOC”) with Bankers Trust. The operating LOC bears interest at a variable rate equal to 3.25% plus the 30-day LIBOR. The Partnership is required to make principal payments to reduce the outstanding principal balance on the operating LOC to zero for fifteen consecutive days during each calendar quarter.  The Partnership fulfilled this requirement throughout 2019 and for the first quarter of 2020.