ISDA Ò International Swaps and Derivatives Association, Inc. MASTER AGREEMENT dated as of March 5, 2010 betweenMaster Agreement • March 11th, 2010 • Centerline Holding Co • Real estate
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
AGREEMENTAgreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
This AGREEMENT (“Agreement”) is made and entered into as of this 5th day of March, 2010 by and between Paul Smyth (“Executive”) and Centerline Capital Group Inc. (the “Centerline” and collectively with Executive, the “Parties”).
REGISTRATION RIGHTS AGREEMENT dated as of March 5, 2010 among CENTERLINE HOLDING COMPANY and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
This AGREEMENT (this “Agreement”) dated as of March 5, 2010 is entered into by and among Centerline Holding Company, a Delaware statutory trust (the “Company”), and each Shareholder that executes the signature pages to this Agreement.
OMNIBUS AGREEMENTOmnibus Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • Delaware
This Omnibus Agreement (this “Agreement”), dated as of March 5, 2010, is entered into by and among Centerline Holding Company, a Delaware statutory trust (“Centerline”), Centerline Capital Company, LLC, a Delaware limited liability company (“CCC” and together with Centerline, the “Centerline Parties”), Related Special Assets LLC, a Delaware limited liability company (“RSA”) and Related General II, L.P. (“RG II”, and together with RSA , the “Related Parties”).
RECEIVABLES ASSIGNMENT AND ASSUMPTION AGREEMENTReceivables Assignment and Assumption Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
THIS RECEIVABLES ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement” or this “Assignment and Assumption Agreement”), dated and effective as of March 5, 2010 , is entered into by and between CENTERLINE HOLDING COMPANY, a Delaware statutory trust (“CHC”), CENTERLINE CAPITAL GROUP INC., a Delaware corporation (“CCG”), CENTERLINE AFFORDABLE HOUSING ADVISORS LLC, a Delaware limited liability company (“CAHA”), CENTERLINE GUARANTEED MANAGER LLC, a Delaware limited liability company (“Guaranteed Manager”), each of the entities listed on Schedule A under the heading Credit Enhanced Fund General Partner (each a “Credit Enhanced Fund General Partner”, and collectively the “Credit Enhanced Fund General Partners”), each of the entities listed on Schedule A under the heading Credit Enhanced Partnership General Partner (each a “Credit Enhanced Partnership General Partner”, and collectively the “Credit Enhanced Partnership General Partners”), each of the entities listed on Schedule B under the headi
SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of March 5, 2010 by and among CENTERLINE HOLDING COMPANY and CENTERLINE CAPITAL GROUP INC., as the Borrowers, CENTERLINE INVESTOR LP LLC, CENTERLINE INVESTOR LP II LLC,...Revolving Credit and Term Loan Agreement • March 11th, 2010 • Centerline Holding Co • Real estate
This Credit Agreement amends and restates in its entirety that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 19, 2008, by and among the parties hereto (as previously amended from time to time, the “Original Agreement”), and is intended as a continuation of the transactions contemplated by the Original Agreement, and is not intended as a novation thereof. All references to the Original Agreement in any of the Loan Documents (as defined below) shall constitute references to this Credit Agreement.
ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA Master Agreement dated as of March 5, 2010 betweenCenterline Holding Co • March 11th, 2010 • Real estate
This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
CONSULTING AND ADVISORY AGREEMENTConsulting and Advisory Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
This Consulting and Advisory Agreement (this “Agreement”), dated as of March 5, 2010, is entered by and between CENTERLINE CAPITAL GROUP, INC., a Delaware corporation (the “Company”), and TRCLP AFFORDABLE ACQUISITIONS LLC, a Delaware limited liability company (“Consultant”).
TAX BENEFITS PRESERVATION PLAN BETWEEN CENTERLINE HOLDING COMPANY AND COMPUTERSHARE TRUST COMPANY, N.A. DATED AS OF MARCH 5, 2010Tax Benefit Preservation Plan • March 11th, 2010 • Centerline Holding Co • Real estate • Delaware
TAX BENEFIT PRESERVATION PLAN, dated as of March 5, 2010 (this “Agreement”), between Centerline Holding Company, a Delaware statutory trust (the “Company”) and Computershare Trust Company, N.A., a federally chartered trust company, as the rights agent (the “Rights Agent”).
MANAGEMENT AGREEMENTManagement Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
This MANAGEMENT AGREEMENT, dated as of March 5, 2010, is made and entered into by and among ISLAND CENTERLINE MANAGER LLC, a Delaware limited liability company (the “Manager”), on the one hand, and CENTERLINE HOLDING COMPANY, a Delaware statutory trust (“CHC”), CENTERLINE CAPITAL GROUP INC., a Delaware corporation (“CCG” and, together with CHC, the “Company”), jointly and severally on the other hand.
SENIOR SECURED CREDIT AGREEMENT dated as of March 5, 2010 between CENTERLINE FINANCIAL HOLDINGS LLC The LENDERS Party Hereto and NATIXIS FINANCIAL PRODUCTS INC., as Administrative AgentSenior Secured Credit Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
SENIOR SECURED CREDIT AGREEMENT dated as of March 5, 2010, between CENTERLINE FINANCIAL HOLDINGS LLC, the LENDERS party hereto, and NATIXIS FINANCIAL PRODUCTS INC., as Administrative Agent.
RECEIVABLES ASSIGNMENT AND ASSUMPTION AGREEMENTReceivables Assignment and Assumption Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
THIS RECEIVABLES ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated and effective as of March 5, 2010, is entered into by and between CENTERLINE HOLDING COMPANY, a Delaware statutory trust (“CHC”), CENTERLINE CAPITAL GROUP INC., a Delaware corporation (“CCG”), CENTERLINE AFFORDABLE HOUSING ADVISORS LLC, a Delaware limited liability company (“CAHA”), CENTERLINE GUARANTEED MANAGER II LLC, a Delaware limited liability company (“Guaranteed Manager”), CENTERLINE GUARANTEED HOLDINGS LLC (“Guaranteed Holdings” or “Assignee” ), and each of the entities listed on Schedule A under the heading Special Limited Partner (each a “Special Limited Partner”, and collectively the “Special Limited Partners” and, together with CHC, CCG, CAHA, Guaranteed Manager and Guaranteed Holdings, the “Assignors”).
PURCHASE AND SALE AGREEMENT BY AND AMONG C-III CAPITAL PARTNERS LLC, CENTERLINE HOLDING COMPANY, CENTERLINE CAPITAL GROUP INC., ARCAP 2004 RR3 RESECURITIZATION, INC., ARCAP 2005 RR5 RESECURITIZATION, INC., CENTERLINE FUND MANAGEMENT LLC, CENTERLINE...Purchase and Sale Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made this 5th day of March, 2010, by and among Centerline Holding Company, a Delaware statutory trust (“CHC”), Centerline Capital Group Inc., a Delaware corporation (“CCG”), ARCAP 2004 RR3 Resecuritization, Inc., a Delaware corporation (“ARCAP 2004 RR3”), ARCAP 2005 RR5 Resecuritization, Inc., a Delaware corporation (“ARCAP 2005 RR5”), Centerline Fund Management LLC, a Delaware limited liability company (“CFM”), Centerline CMBS Fund III Management LLC, a Delaware limited liability company (“CFM III”), Centerline REIT, Inc., a Delaware corporation (“Centerline REIT”), CM Investor LLC, a Delaware limited liability company (“CMI” and, together with CHC, CCG, ARCAP 2004 RR3, ARCAP 2005 RR5, CFM, CFM III, and Centerline REIT, the “Sellers” and each, a “Seller”), and C-III Capital Partners LLC, a Delaware limited liability company (“Purchaser”). Purchaser and each Seller may also be referred to as a “Party” or collectively, as the “Parti
MULTICURRENCY — CROSS BORDER SCHEDULE to the Master Agreement between MERRILL LYNCH CAPITAL SERVICES, INC., (“Party A”) and CENTERLINE GUARANTEED HOLDINGS LLC, (“Party B”) Dated as of March 5, 2010Master Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
MASTER ASSIGNMENT, STABILIZATION, ASSIGNMENT ALLOCATION, SERVICING AND ASSET MANAGEMENT AGREEMENT DATED AS OF MARCH 5, 2010Management Agreement • March 11th, 2010 • Centerline Holding Co • Real estate
THIS MASTER ASSIGNMENT, STABILIZATION, ASSIGNMENT ALLOCATION, SERVICING AND ASSET MANAGEMENT AGREEMENT (this “Agreement”) is dated as of March 5, 2010 among CENTERLINE HOLDING COMPANY, a Delaware statutory trust (“CHC”), CENTERLINE CAPITAL GROUP INC., a Delaware corporation (“CCG”), CENTERLINE AFFORDABLE HOUSING ADVISORS LLC, a Delaware limited liability company (“CAHA”), CENTERLINE GUARANTEED MANAGER II LLC, a Delaware limited liability company (“Guaranteed Manager”), CENTERLINE GUARANTEED HOLDINGS LLC, a Delaware limited liability company (“Guaranteed Holdings”), CENTERLINE MORTGAGE CAPITAL INC., a Delaware corporation (“CMC”) and CENTERLINE GUARANTEED MANAGER LLC, a Delaware limited liability company (“ Former Guaranteed Manager”).
MASTER NOVATION, STABILIZATION, CONTRIBUTION, ALLOCATION, SERVICING AND ASSET MANAGEMENT AGREEMENT DATED AS OF MARCH 5, 2010Servicing and Asset Management Agreement • March 11th, 2010 • Centerline Holding Co • Real estate • New York
THIS MASTER NOVATION, STABILIZATION, ASSIGNMENT, ALLOCATION, SERVICING AND ASSET MANAGEMENT AGREEMENT (this “Agreement”) is dated as of March 5, 2010 among CENTERLINE HOLDING COMPANY, a Delaware statutory trust (“CHC”), CENTERLINE CAPITAL GROUP INC., a Delaware corporation (“CCG”), CENTERLINE AFFORDABLE HOUSING ADVISORS LLC, a Delaware limited liability company (“CAHA”), CENTERLINE GUARANTEED MANAGER LLC, a Delaware limited liability company (“Guaranteed Manager”), CENTERLINE FINANCIAL HOLDINGS LLC, a Delaware limited liability company (“CFin Holdings”), CENTERLINE MORTGAGE CAPITAL INC., a Delaware corporation (“CMC”) and NATIXIS FINANCIAL PRODUCTS INC., a Delaware corporation (“Natixis”).
