Preview
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024
EXHIBIT G
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024
ASSIGNMENT AND ASSUMPTION OF INTERESTS AND OBLIGATIONS
THIS ASSIGNMENT AND ASSUMPTION OF INTERESTS AND OBLIGATIONS (this
“Assignment”) is made and entered into as of the I 9th day of February, 2020, by and between the
National Credit Union Administration Board, as Liquidating Agent for Melrose Credit Union
(“Assignor”), and DePalma Acquisition I, LLC, a limited liability company , organized and
existing under the laws of Delaware (“Assignee”) .
Whereas, Assignor, Assignee and DePalma Acquisition II, LLC (“DP II”) have entered
into that certain Loan Sale Agreement, dated as of February 18, 2020 (the “LSA”), pursuant to
which Assignor has sold, assigned, transferred and conveyed to Assignee all the assets identified
on Exhibit A attached to this Assignment (the “Assets”) .
Whereas, pursuant to a Bill of Sale of even date herewith, Assignor has conveyed to
Assignee that part of the Assets which consists of tangible personal property.
Whereas, part of the Assets consists of documents and instruments evidencing loans
(including, without limitation, promissory notes, loan agreements, shared credit or participation
agreements, inter-creditor agreements, letters of credit, reimbursement agreements, drafts,
bankers’ acceptances, transmission system confirmations of transaction and other evidences of
indebtedness, including loan histories, affidavits, general collection information, correspondence
and comments pertaining to such obligations), and , in some cases, vehicles ( the “Agreements to
Pay”) -
Whereas, another part of the Assets consists of documents securing Agreements to Pay,
such as mortgages, deeds of trust, security agreements, loan agreements and other documents or
instruments of similar nature relating to the Agreements to Pay (the “Collateral Documents”) .
Whereas, pursuant to a separate Bill of Sale and Assignment, Assignor conveyed to DP II
certain other assets consisting of licenses and other rights to operate taxi cabs or similar for hail
vehicles in various cities throughout the US (the “Taxi Medallions”) .
Whereas, another part of the Assets is affected by contracts relating to the Assets, such as
collection and service agreements (the “Miscellaneous Agreements”) . The term “Miscellaneous
Agreements” does not include loan servicing agreements between Assignor and independent
contractors.
Whereas, under the LSA, Assignor has agreed to assign and convey to Assignee all of
Assignor’s right, title and interest to the Agreements to Pay, the Collateral Documents and the
Miscellaneous Agreements related to the Assets.
Whereas, Assignee has agreed to accept and assume all of Assignor’s duties, obligations
and liabilities under the Agreements to Pay, Collateral Documents, the Taxi Medallions,
Miscellaneous Agreements, and with regard to Assets in litigation as set out in the LSA (the
“Obligations”) .
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024
Whereas, the term “ Advances” as used herein means the sum of all unreimbursed amounts
advanced by or on behalf of Assignor or the Failed Credit Union(s) which once owned the Assets
to protect the noteholder’s lien position or the collateral, including payment of ad valorem taxes
and hazard and forced placed insurance as permitted by the terms of any loan. The term
“Advances” does not include (A) incremental funding of loan proceeds under an Agreement to
Pay, such as in the case of a revolving credit loan, or (B) the payment of appraisal fees, broker
opinion fees, attorney fees and associated legal fees, foreclosure fees, trustee fees, property
inspection fees, property preservation and operating cost fees, tax penalties, title policies, lien
search fees, or any other cost that can be directly associated with the collection and servicing of a
loan.
NOW THEREFORE, in consideration of the foregoing and the sum of ten dollars
($ 10), and for other good and valuable consideration , the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor’s Assignment. Assignor hereby transfers, grants, conveys and
assigns to Assignee all of the Assets, including such Assignor’s right, title and interest in the
Agreements to Pay, the Collateral Documents and the Miscellaneous Agreements related to the
Assets.
2. Assignee’s Acceptance. Assignee does hereby accept such assignment
from Assignor and assumes all Obligations arising from and after the date hereof. The Obligations
assumed include, without limitation, any and all obligations to (i) make payments relating to
Agreements to Pay serviced by Assignor; (ii) make Advances with respect to Agreements to Pay
serviced by Assignor; (iii ) reimburse third party servicers for Advances on Agreements to Pay;
(iv ) make incremental disbursements of loan proceeds, such as in the case of a revolving credit
loan ; and (v ) perform Buyer’s obligations with regard to Assets in litigation as set out in the LSA.
3. Assignee’s Covenants . Assignee hereby represents and warrants to, and
covenants with Assignor as follows:
a. Assignee understands that (a) neither the Assets, nor any interest
therein or evidence thereof, has been registered or qualified under the
Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state or any other jurisdiction, and (b ) the Assignor is not
required, and does not intend, to so register or qualify the Assets.
b. Assignee is a substantial , sophisticated investor having such
knowledge and experience in financial and business matters and, in
particular in matters relating to the purchase, sale, origination or ownership
of notes and loan participations such as the Assets, it is capable of
evaluating the merits and risks of investment in the Assets and understands
and is able to bear the economic risks of such an investment (including a
total loss of its investment and the risk that Assignee might be required to
hold the Assets for an indefinite period of time).
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024
c. Assignee is acquiring the Assets for investment, for its own account,
and not for or on account of any other person or entity, and not with a view
to or for sale in connection with a distribution within the meaning of §5 of
the Securities Act.
d. Assignee has been furnished with, has had an opportunity to review
and understands all information relating to the Assets as has been requested
and as is considered necessary by Assignee and has had all questions arising
from or relating to such review answered to the satisfaction of Assignee.
e. Neither Assignee nor anyone acting on its behalf has (i) offered,
transferred, pledged, sold or otherwise disposed of any of the Assets (or any
interest therein or evidence thereof ), (ii) solicited any offer to buy or accept
a transfer, pledge or other disposition of any of the Assets (or any interest
therein or evidence thereof ) or (iii) otherwise approached or negotiated with
respect to any of the Assets (or any other interest therein or evidence
thereof ) with any person or entity in any manner, or taken any other action
that would constitute a distribution under, or render the disposition to
Assignee or the disposition by Assignee to any other party of any of the
Assets (or any interest therein or evidence thereof ) a violation of, the
Securities Act or of any other securities law or require registration or
qualification pursuant thereto, nor will it act, nor has it authorized or will it
authorize any person or entity to so act, in any such manner with respect to
the Assets (or any interest therein or evidence thereof).
f. Either ( i) Assignee is not an employee benefit plan within the
meaning of §3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA ”), or a plan within the meaning of §4975(e)(l) of the
Internal Revenue Code, and Assignee is not, directly or indirectly,
purchasing the Assets on behalf of, as investment manager of, as named
fiduciary of, as trustee of or with assets of any such plan; or (ii ) Assignee’s
purchase of the Assets (A) will not cause an Assignor to be deemed a
fiduciary of any such plan or (B) either will not result in a prohibited
transaction under §406 of ERISA or §4975 of the Internal Revenue Code or
will be exempt from the prohibited transaction rules in §406 of ERISA and
§4975 of the Internal Revenue Code.
4. Assignee’s Indemnification . Assignee hereby indemnifies and holds
harmless and agrees to defend Assignor, the Failed Credit Union(s), the NCUA and each of their
agents and employees (the “Indemnified Parties”) from and against any and all damages,
liabil i ties, losses, costs, charges, liens, deficiencies and expenses of any nature ( including, without
limitation , reasonable attorneys ’ fees and all other actual litigation costs) suffered or incurred by
or assessed against the Indemnified Parties from and after the date hereof as a result of (i)
Assignee’s failure to perform the assumed Obligations, (ii) Assignee’s failure to pay the assumed
liabilities identified in Section 2 above or (iii) Assignee’s breach of any representation, warranty
or covenant contained in this Assignment.
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024
5. Beneficiaries of this Assignment. This Assignment will be binding on and
will inure to the benefit of Assignor, Assignee and their respective successors and assigns, and the
National Credit Union Administration in its agency capacity will be a third-party beneficiary with
respect hereto.
6. Incorporation of terms of LSA . This Assignment is made, executed and
delivered pursuant to the LSA and is subject to all of the terms, provisions and conditions thereof.
Terms not defined in this Assignment have the meaning ascribed to such terms in the LSA.
7. Controlling Law . This Agreement will be governed by and construed in
accordance with the federal law of the United States. To the extent that federal law does not supply
a rule of decision, this Agreement will be governed by and construed and enforced in accordance
with the laws of the State of New York , without reference to any conflict of laws rule or principle
that might refer the governance or construction to the law of another jurisdiction. Nothing in this
Agreement will require any unlawful action or inaction by cither party .
8. Counterparts. This Assignment may be executed in one or more
counterparts, each of which will be deemed to be an original and all of which together will be
deemed to be one and the same instrument.
IN WITNESS WHEREOF, each of the parties has caused this Assignment and Assumption
of Interests and Obligations to be executed and delivered by its duly authorized officer or agent as
of the day and year first written above.
[Signature Pages Follow]
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024
ASSIGNOR :
NATIONAL CREDIT UNION
ADMINISTRATION BOARD, as
Liquidating Agent for Melrose Credit Union
By: By :
Name: LA1,f / U r K f Name: e . &.&L $A
, .
Witness Title : Authorized Representative
—
[Signature Page NCUAB ( Melrose )- Assignment to DePalma Acquisition /, LLC ]
FOlA Confidential Treatment Requested by Marblegate Asset Management, LLC .
MAM 17.000053
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024
ASSIGNEE :
DEPALM A ACQUISITION L LLC
a Delaware limited liability company
i n
By : By : 4
*
Name :
Witness
Title :
— —
(Signature Page De Palma Acquisition I, LLC Assignment from NCUAB ( Melrose)]
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024
NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024
EXHIBIT A
SCHEDULE OF LOANS
Midland Original Credit Origination Original Maturity
Primary Borrower
Loan ID Loan ID Union Date Balance Date
Arisme, Marie Melrose 4/2/2015 $252,600.00 7/5/2018
Preview
FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024 EXHIBIT G FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024 ASSIGNMENT AND ASSUMPTION OF INTERESTS AND OBLIGATIONS THIS ASSIGNMENT AND ASSUMPTION OF INTERESTS AND OBLIGATIONS (this “Assignment”) is made and entered into as of the I 9th day of February, 2020, by and between the National Credit Union Administration Board, as Liquidating Agent for Melrose Credit Union (“Assignor”), and DePalma Acquisition I, LLC, a limited liability company , organized and existing under the laws of Delaware (“Assignee”) . Whereas, Assignor, Assignee and DePalma Acquisition II, LLC (“DP II”) have entered into that certain Loan Sale Agreement, dated as of February 18, 2020 (the “LSA”), pursuant to which Assignor has sold, assigned, transferred and conveyed to Assignee all the assets identified on Exhibit A attached to this Assignment (the “Assets”) . Whereas, pursuant to a Bill of Sale of even date herewith, Assignor has conveyed to Assignee that part of the Assets which consists of tangible personal property. Whereas, part of the Assets consists of documents and instruments evidencing loans (including, without limitation, promissory notes, loan agreements, shared credit or participation agreements, inter-creditor agreements, letters of credit, reimbursement agreements, drafts, bankers’ acceptances, transmission system confirmations of transaction and other evidences of indebtedness, including loan histories, affidavits, general collection information, correspondence and comments pertaining to such obligations), and , in some cases, vehicles ( the “Agreements to Pay”) - Whereas, another part of the Assets consists of documents securing Agreements to Pay, such as mortgages, deeds of trust, security agreements, loan agreements and other documents or instruments of similar nature relating to the Agreements to Pay (the “Collateral Documents”) . Whereas, pursuant to a separate Bill of Sale and Assignment, Assignor conveyed to DP II certain other assets consisting of licenses and other rights to operate taxi cabs or similar for hail vehicles in various cities throughout the US (the “Taxi Medallions”) . Whereas, another part of the Assets is affected by contracts relating to the Assets, such as collection and service agreements (the “Miscellaneous Agreements”) . The term “Miscellaneous Agreements” does not include loan servicing agreements between Assignor and independent contractors. Whereas, under the LSA, Assignor has agreed to assign and convey to Assignee all of Assignor’s right, title and interest to the Agreements to Pay, the Collateral Documents and the Miscellaneous Agreements related to the Assets. Whereas, Assignee has agreed to accept and assume all of Assignor’s duties, obligations and liabilities under the Agreements to Pay, Collateral Documents, the Taxi Medallions, Miscellaneous Agreements, and with regard to Assets in litigation as set out in the LSA (the “Obligations”) . FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024 Whereas, the term “ Advances” as used herein means the sum of all unreimbursed amounts advanced by or on behalf of Assignor or the Failed Credit Union(s) which once owned the Assets to protect the noteholder’s lien position or the collateral, including payment of ad valorem taxes and hazard and forced placed insurance as permitted by the terms of any loan. The term “Advances” does not include (A) incremental funding of loan proceeds under an Agreement to Pay, such as in the case of a revolving credit loan, or (B) the payment of appraisal fees, broker opinion fees, attorney fees and associated legal fees, foreclosure fees, trustee fees, property inspection fees, property preservation and operating cost fees, tax penalties, title policies, lien search fees, or any other cost that can be directly associated with the collection and servicing of a loan. NOW THEREFORE, in consideration of the foregoing and the sum of ten dollars ($ 10), and for other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignor’s Assignment. Assignor hereby transfers, grants, conveys and assigns to Assignee all of the Assets, including such Assignor’s right, title and interest in the Agreements to Pay, the Collateral Documents and the Miscellaneous Agreements related to the Assets. 2. Assignee’s Acceptance. Assignee does hereby accept such assignment from Assignor and assumes all Obligations arising from and after the date hereof. The Obligations assumed include, without limitation, any and all obligations to (i) make payments relating to Agreements to Pay serviced by Assignor; (ii) make Advances with respect to Agreements to Pay serviced by Assignor; (iii ) reimburse third party servicers for Advances on Agreements to Pay; (iv ) make incremental disbursements of loan proceeds, such as in the case of a revolving credit loan ; and (v ) perform Buyer’s obligations with regard to Assets in litigation as set out in the LSA. 3. Assignee’s Covenants . Assignee hereby represents and warrants to, and covenants with Assignor as follows: a. Assignee understands that (a) neither the Assets, nor any interest therein or evidence thereof, has been registered or qualified under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or any other jurisdiction, and (b ) the Assignor is not required, and does not intend, to so register or qualify the Assets. b. Assignee is a substantial , sophisticated investor having such knowledge and experience in financial and business matters and, in particular in matters relating to the purchase, sale, origination or ownership of notes and loan participations such as the Assets, it is capable of evaluating the merits and risks of investment in the Assets and understands and is able to bear the economic risks of such an investment (including a total loss of its investment and the risk that Assignee might be required to hold the Assets for an indefinite period of time). FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024 c. Assignee is acquiring the Assets for investment, for its own account, and not for or on account of any other person or entity, and not with a view to or for sale in connection with a distribution within the meaning of §5 of the Securities Act. d. Assignee has been furnished with, has had an opportunity to review and understands all information relating to the Assets as has been requested and as is considered necessary by Assignee and has had all questions arising from or relating to such review answered to the satisfaction of Assignee. e. Neither Assignee nor anyone acting on its behalf has (i) offered, transferred, pledged, sold or otherwise disposed of any of the Assets (or any interest therein or evidence thereof ), (ii) solicited any offer to buy or accept a transfer, pledge or other disposition of any of the Assets (or any interest therein or evidence thereof ) or (iii) otherwise approached or negotiated with respect to any of the Assets (or any other interest therein or evidence thereof ) with any person or entity in any manner, or taken any other action that would constitute a distribution under, or render the disposition to Assignee or the disposition by Assignee to any other party of any of the Assets (or any interest therein or evidence thereof ) a violation of, the Securities Act or of any other securities law or require registration or qualification pursuant thereto, nor will it act, nor has it authorized or will it authorize any person or entity to so act, in any such manner with respect to the Assets (or any interest therein or evidence thereof). f. Either ( i) Assignee is not an employee benefit plan within the meaning of §3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA ”), or a plan within the meaning of §4975(e)(l) of the Internal Revenue Code, and Assignee is not, directly or indirectly, purchasing the Assets on behalf of, as investment manager of, as named fiduciary of, as trustee of or with assets of any such plan; or (ii ) Assignee’s purchase of the Assets (A) will not cause an Assignor to be deemed a fiduciary of any such plan or (B) either will not result in a prohibited transaction under §406 of ERISA or §4975 of the Internal Revenue Code or will be exempt from the prohibited transaction rules in §406 of ERISA and §4975 of the Internal Revenue Code. 4. Assignee’s Indemnification . Assignee hereby indemnifies and holds harmless and agrees to defend Assignor, the Failed Credit Union(s), the NCUA and each of their agents and employees (the “Indemnified Parties”) from and against any and all damages, liabil i ties, losses, costs, charges, liens, deficiencies and expenses of any nature ( including, without limitation , reasonable attorneys ’ fees and all other actual litigation costs) suffered or incurred by or assessed against the Indemnified Parties from and after the date hereof as a result of (i) Assignee’s failure to perform the assumed Obligations, (ii) Assignee’s failure to pay the assumed liabilities identified in Section 2 above or (iii) Assignee’s breach of any representation, warranty or covenant contained in this Assignment. FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024 5. Beneficiaries of this Assignment. This Assignment will be binding on and will inure to the benefit of Assignor, Assignee and their respective successors and assigns, and the National Credit Union Administration in its agency capacity will be a third-party beneficiary with respect hereto. 6. Incorporation of terms of LSA . This Assignment is made, executed and delivered pursuant to the LSA and is subject to all of the terms, provisions and conditions thereof. Terms not defined in this Assignment have the meaning ascribed to such terms in the LSA. 7. Controlling Law . This Agreement will be governed by and construed in accordance with the federal law of the United States. To the extent that federal law does not supply a rule of decision, this Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York , without reference to any conflict of laws rule or principle that might refer the governance or construction to the law of another jurisdiction. Nothing in this Agreement will require any unlawful action or inaction by cither party . 8. Counterparts. This Assignment may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument. IN WITNESS WHEREOF, each of the parties has caused this Assignment and Assumption of Interests and Obligations to be executed and delivered by its duly authorized officer or agent as of the day and year first written above. [Signature Pages Follow] FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024 ASSIGNOR : NATIONAL CREDIT UNION ADMINISTRATION BOARD, as Liquidating Agent for Melrose Credit Union By: By : Name: LA1,f / U r K f Name: e . &.&L $A , . Witness Title : Authorized Representative — [Signature Page NCUAB ( Melrose )- Assignment to DePalma Acquisition /, LLC ] FOlA Confidential Treatment Requested by Marblegate Asset Management, LLC . MAM 17.000053 FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024 ASSIGNEE : DEPALM A ACQUISITION L LLC a Delaware limited liability company i n By : By : 4 * Name : Witness Title : — — (Signature Page De Palma Acquisition I, LLC Assignment from NCUAB ( Melrose)] FILED: KINGS COUNTY CLERK 05/08/2024 09:54 AM INDEX NO. 512903/2024 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 05/08/2024 EXHIBIT A SCHEDULE OF LOANS Midland Original Credit Origination Original Maturity Primary Borrower Loan ID Loan ID Union Date Balance Date Arisme, Marie Melrose 4/2/2015 $252,600.00 7/5/2018