SECOND AMENDMENT TO


MORTGAGE WAREHOUSE LOAN AND SECURITY
AGREEMENT 


 


THIS SECOND AMENDMENT
TO MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT, dated as of December 27, 2012 (this “Amendment”), is by and
among Centerline Mortgage Capital Inc., a Delaware corporation having its principal place of business at 100 Church Street, 15th
Floor, New York, NY 10007 (“CMC”), Centerline Mortgage Partners Inc., a Delaware corporation having its principal
place of business at 100 Church Street, 15th Floor, New York, NY 10007 (“CMP” and together with CMC
collectively referred to as “Borrowers” and each individually as a “Borrower”), and Capital
One, National Association, with offices at Ten Post Office Square, 11th Floor, Boston, Massachusetts 02109 (the “Lender”).


 


R E C I
T A L S


 


A.The Lender
and the Borrowers are parties to that certain Mortgage Warehouse Loan and Security Agreement dated as of April 25, 2012, as amended
by letter agreement dated as of May 18, 2012, the First Amendment to Mortgage Warehouse Loan and Security Agreement dated as of
July 16, 2012, letter agreement dated as of August 6, 2012 and the letter agreement dated as of November 27, 2012, and as it may
be further amended, modified, supplemented and/or restated from time to time (the “Loan Agreement”),
pursuant to which the Lender makes Advances to the Borrowers secured by the Collateral. Capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Loan Agreement;


 


B.The Lender
and the Borrowers are parties to that certain Custody Agreement dated as of April 16, 2012 as it may be amended, modified, supplemented
and/or restated from time to time (the “Custody Agreement”);


 


C.The Borrowers
have requested (i) an increase in the Warehousing Commitment Amount by Fifty Million Dollars ($50,000,000) and (ii) certain modifications
to the Loan Agreement, and the Lender has agreed to such increase and modifications subject to the terms and conditions set forth
in this Amendment; and


 


D.The Lender
and the Borrowers each wish to amend the Loan Agreement and Custody Agreement all subject to the terms and conditions as more specifically
set forth herein.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Lender and the Borrowers,
the Lender and the Borrowers agree as follows:


 


1.Loan
Agreement and Custody Agreement Amendments.


 


(a)Change
in Defined Terms. The following definitions in the Loan Agreement are hereby amended and restated in their entirety to read
as follows:


 


“Applicable
Interest Rate Spread” means the rate which shall be determined quarterly as follows: for any Calendar Quarter (or any
portion thereof), the Applicable Interest Rate Spread set forth in the chart below that corresponds in the chart below to the Deposit
Level Average of the prior Calendar Quarter (or any portion thereof),
provided that for the first Calendar Quarter (or any portion thereof) of the term of this Agreement, the Applicable Interest Rate
Spread shall mean (i) 1.90% as long as the Deposit Level Average during such period is $45,000,000 or greater, (ii) 2.40% if the
Deposit Level Average during such period is $22,500,000 to $44,999,999, and (iii) 2.90% if the Deposit Level Average during such
period is $0 to $22,499,000.






    	



    	 



    



 


	Deposit Level Average	Applicable Interest Rate Spread
	$45,000,000 or greater	1.90%
	$22,500,000 to $44,999,999	2.40%
	$0 to $22,499,000	2.90%


  


“Applicable
Nonusage Rate” means the rate which shall be determined quarterly as follows: for any Calendar Quarter (or any portion
thereof), the Applicable Nonusage Rate set forth in the chart below that corresponds in the chart below to the Deposit Level Average
of the prior Calendar Quarter (or any portion thereof), provided
that for the first Calendar Quarter (or portion thereof) of the term of this Agreement, the Applicable Nonusage Rate shall mean
(i) 0.15% as long as the Deposit Level Average during such period is $45,000,000 or greater, (ii) 0.65% if the Deposit Level Average
during such period is $22,500,000 to $44,999,999, and (iii) 1.15% if the Deposit Level Average during such period is $0 to $22,499,000.


 


	Deposit Level Average	Applicable Nonusage Rate
	$45,000,000 or greater	0.15%
	$22,500,000 to $44,999,999	0.65%
	$0 to $22,499,000	1.15%


  


“Warehousing
Commitment Amount” means $125,000,000.


 


(b)Expiration
of Warehousing Commitment. Section 1.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 



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“The Warehousing
Commitment expires on the earlier of (“Maturity Date”): (a) December 27, 2013, as such date may be extended
in writing by Lender, in its sole discretion, on which date the Warehousing Commitment will expire of its own term and the Advances
will become due and payable without the necessity of Notice or action by Lender; or (b) the date the Warehousing Commitment is
terminated and the Advances become due and payable under Section 10.2(a) or (b). Notwithstanding the foregoing, the Borrowers may
terminate the Warehousing Commitment upon not less than thirty (30) days prior written Notice to the Lender.”


 


(c)Warehousing
Note. Section 1.3 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“Advances
are evidenced by Borrowers’ promissory note, payable to Lender on the form prescribed by Lender (“Warehousing Note”).
The “Warehousing Note” as used in this Agreement means that certain Amended and Restated Warehousing Note dated as
of December 27, 2012 executed and delivered by the Borrowers payable to the order of Lender, in the principal face amount of $125,000,000,
as amended modified, and/or restated from time to time (the “Amended and Restated Warehousing Note”), and all amendments,
restatements, renewals and replacements of the original Warehousing Note and all substitutions for it. All terms and provisions
of the Warehousing Note are incorporated into this Agreement.”


 


(d)Non-Usage
Fees. Section 3.5(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“At
the end of each Calendar Quarter during the term of this Agreement, Lender will determine the “Daily Unused Portion”
for such Calendar Quarter (or applicable portion thereof), by (i) determining for each day during the applicable period the difference
between (x) the Warehousing Commitment Amount on each such day, minus (y) the aggregate principal amount of outstanding Advances
on each such day, (ii) summing the results of the preceding determinations for each day in the applicable period, and (iii) dividing
the sum of such daily determinations by the number of days in the applicable period. Borrowers must pay to Lender a fee (“Non-Usage
Fee”) in the amount of the Applicable Nonusage Rate per annum of the Daily Unused Portion for such Calendar Quarter.
The Non-Usage Fee is payable quarterly, in arrears on the second (2nd) Business Day of the month following the last day of each
Calendar Quarter. Lender computes the Non-Usage Fee on the basis of the actual number of days in each Calendar Quarter and a year
of 360 days. If the date set forth in clause (a) of the definition of Maturity Date occurs on a day other than the last day of
a Calendar Quarter, Borrowers must pay the prorated portion of the Non-Usage Fee due from the beginning of the then current Calendar
Quarter to and including that date.”


 


(e)Escrow
Deposits. Section 7.15 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“7.15Maintenance of Escrow
Deposits


 



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Borrowers
shall maintain average deposit balances at Lender of at least $45,000,000 (Forty-Five Million Dollars) (the “Minimum Deposit
Target”), provided that the sole remedy of the Lender for the Borrowers’ failure to satisfy the Minimum Deposit Target
shall be an increase in the Applicable Interest Rate Spread and the Applicable Nonusage Rate as provided herein. Such deposits
shall be subject to Lender’s standard terms and conditions applicable to Third Party Deposit Accounts.”


 


(f)Liquidity.
Section 8.11 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


“8.11Liquidity


 


Permit CMC’s
Liquid Assets (calculated on a consolidated basis with its Subsidiaries) at any time to be less than $6,800,000, or permit Borrowers
to fail to maintain compliance with all then applicable Freddie Mac, Fannie Mae, Ginnie Mae, and HUD liquidity requirements.


 


Permit CMP’s
Liquid Assets (calculated on a consolidated basis with its Subsidiaries) at any time to be less than $200,000, or permit Borrowers
to fail to maintain compliance with all then applicable Freddie Mac, Fannie Mae, Ginnie Mae, and HUD liquidity requirements.”


 


(g)Change
in Exhibits to Custody Agreement and Loan Agreement. The following exhibits to the Custody Agreement and Loan Agreement are
hereby amended and restated, and from and after the date of this Amendment any reference to such exhibits in the Custody Agreement
and Loan Agreement shall be deemed a reference to such exhibits as attached to this Amendment:


 


(i)Exhibit
A of the Custody Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached hereto.


 


(ii)Exhibit
C of the Loan Agreement is hereby deleted in its entirety and replaced with the Exhibit C attached hereto.


 


(iii)Exhibit
K of the Loan Agreement is hereby deleted in its entirety and replaced with the Exhibit K attached hereto.


 


2.Miscellaneous.


 


(a)Condition
Precedent. This Amendment shall become effective upon:


 


(i)the execution
and delivery of this Amendment by the Borrowers and the Lender;


 


(ii)The execution
and delivery of the Amended and Restated Warehousing Note substantially in the form attached hereto as Exhibit A;


 



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(iii)The execution
and delivery of that certain letter agreement dated as of the date hereof with respect to certain fees by the Borrowers and agreed
to and accepted by the Lender (the “Fee Letter”).


 


(iv)The Borrowers
shall have paid to the Lender the fees in immediately available funds in the amount stated in the Fee Letter. The Borrowers acknowledge
that such fees shall be paid in addition to the Nonusage Fee due and payable in accordance with Section 3.5 of the Loan Agreement
during the term of the Loan;


 


(v)the Borrowers
shall have delivered to the Lender a closing certificate of a senior officer of each Borrower certifying the following, all in
form and substance reasonably satisfactory to the Lender: (A) as to the Articles of Incorporation and By-Laws, with all amendments;
(B) as to the incumbency and signatures of the officer or officers executing this Amendment and the Amended and Restated Warehousing
Note and any other documents contemplated thereby; (C) as to the resolutions related thereto; and (D) as to the good standing and
legal existence certificate of each Borrower dated no earlier than thirty (30) days prior to the date of this Amendment;


 


(vi)a legal
opinion of counsel to the Borrowers, dated as of the date hereof, addressed to and in form and substance reasonably satisfactory
to the Lender and its counsel; and


 


(vii)the payment
by the Borrowers of the Lender’s reasonable attorneys’ fees and expenses related to the preparation, negotiation and
closing of this Amendment.


 


(b)Release
of Claims. Each Borrower hereby releases, waives and forever relinquishes all claims, demands, obligations, liabilities and
causes of action of whatever kind or nature, whether known or unknown, which it has, may have, or might assert now or in the future
against the Lender and/or the Lender’s affiliates, participants, affiliates, officers, directors, employees, agents, attorneys,
accountants, consultants, successors and assigns, directly or indirectly, arising out of, based upon, or in any manner connected
with (i) any transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown,
which occurred, existed, was taken, permitted or begun prior to the execution of this Amendment with respect to the Obligations,
the Loan Documents and/or the administration thereof or the obligations created thereby; (ii) any discussions, commitments, negotiations,
conversations or communications with respect to the refinancing, restructuring or collection of any Obligations; or (iii) any thing
or matter related to any of the foregoing. The inclusion of this paragraph in this Amendment, and the execution of this Amendment
by the Lender, does not constitute an acknowledgment or admission by the Lender of liability for any matter, or a precedent upon
which liability may be asserted.


 


(c)Amendment
as Loan Document. Each party hereto agrees and acknowledges that this Amendment is a part of the Loan Agreement and constitutes
a “Loan Document” under and as defined in the Loan Agreement.


 


(d)Existing
Loan Documents. Unless specifically modified hereby, all terms and provisions of the Loan
Agreement and the other Loan Documents shall remain in full force and effect in accordance with their terms and are hereby ratified
and confirmed.


 



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(e)Confirmation
of Representations, Warranties and Covenants. Each Borrower hereby confirms and represents and warrants that: (i) this
Amendment and the Amended and Restated Warehousing Note constitute the legal, valid and binding obligation of each Borrower enforceable
against each Borrower in accordance with their terms; (ii) the execution and delivery of, and performance under, this Amendment
and the Amended and Restated Warehousing Note are within each Borrower’s power and authority without the joinder or consent
of any other party or governmental approval and have been duly authorized by all requisite action, and are not in contravention
of any law, or of either Borrower’s articles of incorporation, bylaws or other organizational documents, or of any indenture,
agreement or undertaking to which either Borrower is a party or by which it is bound; (iii) that there are no actions, suits,
or proceedings pending or threatened against or affecting either Borrower which if adversely determined, individually or in the
aggregate, would materially adversely affect the obligations of the Borrowers under the Loan Documents; (iv) that there has been
no material adverse change in either Borrower’s financial condition from the financial statements submitted to the Lender
and that such financial statements fairly present in all material respects the financial condition of the Borrowers in accordance
with GAAP as of the date hereof; (v) all representations, warranties and covenants made in the Loan Agreement, and the other Loan
Documents remain true and correct as of the date hereof, except as to matters which speak to a specific date; and (vi) there have
occurred no unwaived Defaults or Events of Default under the Loan Agreement and the other Loan Documents which are continuing as
of the date hereof.


 


(f)Governing
Law. This Amendment shall be construed in accordance with and governed by the law of the Commonwealth of Massachusetts.


 


(g)Counterparts.
This Amendment may be executed in any number of counterparts, all of which constitute one and the same instrument.


 


[Remainder
of the page intentionally left blank; signatures appear on next page] 


 



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in
witness whereof, the undersigned have executed and delivered this Amendment as an instrument under seal as of the date first
set forth above.


 


 


CENTERLINE MORTGAGE CAPITAL INC.,
as Borrower


 


 


By: /s/ Michael P.
Larsen


Name: Michael P. Larsen


Title: Chief Financial
Officer


 


 


CENTERLINE MORTGAGE PARTNERS INC.,
as Borrower


 


 


By: /s/ Michael P.
Larsen


Name: Michael P. Larsen


Title: Chief Financial
Officer


 


 


CAPITAL ONE, NATIONAL ASSOCIATION, as Lender


 


 


 


By: /s/ Filomena R. Cerqueira


Name: Filomena R. Cerqueira


Title: Senior Vice President


 



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Exhibit
A


 


AMENDED AND RESTATED WAREHOUSING NOTE


(this “Note”)


  


$125,000,000


December 27, 2012


 


This Amended and Restated Warehousing Note
is an amendment to and restatement, renewal and replacement of that certain Warehousing Note dated as of April 25, 2012 from the
Borrowers (as that term is defined below) to the Lender (as that term is defined below) in the principal amount of Seventy-Five
Million and 00/100 Dollars ($75,000,000).


 


FOR VALUE RECEIVED,
the undersigned, CENTERLINE MORTGAGE CAPITAL INC., a Delaware corporation (“CMC”) and CENTERLINE MORTGAGE
PARTNERS INC., a Delaware corporation (“CMP”) (CMC and CMP are collectively referred to herein as “Borrowers”)
jointly and severally promise to pay to the order of CAPITAL ONE, NATIONAL ASSOCIATION (“Lender”), a
national banking association, at its place of business at Ten Post Office Square, 11th Floor, Boston, Massachusetts
02109, or at such other place as Lender or the then holder of this Note may designate from time to time, (i) the principal sum
of One Hundred Twenty-Five Million Dollars ($125,000,000), or so much thereof as may be outstanding under the Agreement (as that
term is defined below), (ii) interest on that amount from the date of each Advance until repaid in full, and (iii) all other fees,
charges and other Obligations due under the Agreement (including reasonable attorneys’ fees and expenses incurred in connection
with the collection of this Note), at the rates, at the times, and in the manner set forth in the Agreement. It being understood
that Borrowers shall be jointly and severally liable for all Advances made by Lender to Borrowers under the Agreement and all other
obligations of the Borrowers under this Note. All payments under this Note and the Agreement must be made in lawful money of the
United States and in immediately available funds.


 


This Note evidences
a line of credit and is the Warehousing Note referred to in that certain Mortgage Warehouse Loan and Security Agreement among Borrowers
and Lender dated as of April 25, 2012, as amended by letter agreement dated as of May 18, 2012, the First Amendment to Mortgage
Warehouse Loan and Security Agreement dated as of July 16, 2012, letter agreement dated as of August 6, 2012 and the letter agreement
dated as of November 27, 2012 (hereinafter, as the same may be modified, amended or restated from time to time, the “Agreement”).
Reference is made to the Agreement (which is incorporated by reference as fully and with the same effect as if set forth at length
in this Note) for a description of the Collateral and a statement of (a) the covenants and agreements made by Borrowers, (b) the
rights and remedies granted to Lender, and (c) the other matters governed by the Agreement. Capitalized terms not otherwise defined
in this Note have the meanings set forth in the Agreement.


 


The principal of, and
interest on, this Note shall be payable as provided in the Agreement and shall be subject to acceleration as provided therein.
Upon the occurrence and during the continuance of an Event of Default, Lender shall have, in addition to any rights and remedies
contained herein, any and all rights and remedies set forth in the Agreement or any other Loan Documents.


 



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Each
and every party liable hereon or for the indebtedness evidenced hereby whether as maker or endorser hereby: (a) waives presentment,
demand, protest, suretyship defenses and defenses in the nature thereof; (b) waives any defenses based upon and specifically assents
to any and all extensions and postponements of the time for payment, changes in terms and conditions and all other indulgences
and forbearances which may be granted by Lender or the holder to any party now or hereafter liable hereunder or for the indebtedness
evidenced hereby; (c) agrees to any substitution, exchange, release, surrender or other delivery of any security or collateral
now or hereafter held hereunder or in connection with the Agreement, or any of the other Loan Documents, and to the addition or
release of any other party or person primarily or secondarily liable; (d) agrees that if any security or collateral given to secure
this Note or the indebtedness evidenced hereby or to secure any of the obligations set forth or referred to in the Agreement, or
any of the other Loan Documents, shall be found to be unenforceable in full or to any extent, or if Lender or any other party shall
fail to duly perfect or protect such collateral, the same shall not relieve or release any party liable hereon or thereon nor vitiate
any other security or collateral given for any obligations evidenced hereby or thereby; (e) agrees to pay all reasonable costs
and expenses actually incurred by Lender or any other holder of this Note in connection with the indebtedness evidenced hereby
pursuant to the Agreement, including, without limitation, all reasonable attorneys’ fees and costs, for the implementation
of the Loan, the collection of the indebtedness evidenced hereby and the enforcement of rights and remedies hereunder or under
the other Loan Documents, whether or not suit is instituted; and (f) consents to all of the terms and conditions contained in this
Note, the Agreement, and all other instruments now or hereafter executed evidencing or governing all or any portion of the security
or collateral for this Note and for such Agreement, or any one or more of the other Loan Documents.


 


No delay or omission
on the part of Lender or the holder in exercising any right hereunder or any right under any instrument or agreement now or hereafter
executed in connection herewith, or any agreement or instrument which is given or may be given to secure the indebtedness evidenced
hereby or by the Agreement, or any other agreement now or hereafter executed in connection herewith or therewith shall operate
as a waiver of any such right or of any other right of such holder, nor shall any delay, omission or waiver on any one occasion
be deemed to be a bar to or waiver of the same or of any other right on any future occasion.


 


The invalidity or unenforceability
of any provision hereof, of the Agreement, of the other Loan Documents, or of any other instrument, agreement or document now or
hereafter executed in connection with the Loan made pursuant hereto and thereto shall not impair or vitiate any other provision
of any of such instruments, agreements and documents, all of which provisions shall be enforceable to the fullest extent now or
hereafter permitted by law.


 


All agreements among
Borrowers and Lender are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration
of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to Lender for the use
or the forbearance of the indebtedness evidenced hereby exceed the maximum permissible under applicable law. As used herein, the
term “applicable law”, shall mean the law in effect as of the date hereof, provided, however, that in
the event there is a change in the law which results in a higher permissible rate of interest, then this Note shall be governed
by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of Borrowers and Lender
in the execution, delivery and acceptance of this Note to contract in strict compliance with the laws of the State of New York
from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision hereof or of any of the
Loan Documents at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed
by applicable law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if under
or from any circumstances whatsoever Lender should ever receive as interest an amount which would exceed the highest lawful rate,
such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not
to the payment of interest. This provision shall control every other provision of all agreements among Borrowers and Lender.


 



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All proceeds of the
Loan shall be used solely for the purposes more particularly provided for and limited by the Agreement.


 


Any notices given with
respect to this Note shall be given in the manner provided for in the Agreement.


 


BORROWERS AGREE THAT
ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY
SUCH SUIT BEING MADE UPON BORROWERS BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 11.1 OF THE AGREEMENT. BORROWERS HEREBY WAIVE ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.


 


BORROWERS AND LENDER
(BY ACCEPTANCE OF THIS NOTE) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED
TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF LENDER
RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE
ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, BORROWERS
HEREBY WAIVE ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWERS CERTIFY THAT NEITHER LENDER, NOR ANY REPRESENTATIVE, AGENT
OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER TO ACCEPT THIS NOTE AND MAKE THE LOAN.


 


This Note and the other
Loan Documents may only be amended, terminated, extended or otherwise modified by a writing signed by Borrowers and Lender in accordance
with the terms and conditions of the Agreement. In no event shall any oral agreements, promises, actions, inactions, knowledge,
course of conduct, course of dealing, or the like be effective to amend, terminate, extend or otherwise modify this Note or any
of the other Loan Documents.


 


This Note is governed
by the laws of the State of New York, without reference to its principles of conflicts of laws, as an instrument under seal. 


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF,
the undersigned has caused this Note to be duly executed as of the day and year first above written as a sealed instrument.


 


 


CENTERLINE MORTGAGE CAPITAL
INC., a Delaware corporation 


 


By: /s/ Michael P.
Larsen


Name: Michael P. Larsen


Title: Chief Financial
Officer


 


 


CENTERLINE MORTGAGE PARTNERS
INC., a Delaware corporation 


 


By: /s/ Michael P.
Larsen


Name: Michael P. Larsen


Title: Chief Financial
Officer






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