ex10-1.htm


    
       

      Exhibit
        10.1
 

    

    
      
        
          

        



       

      


       

      


    

    
      SECURITIES
        PURCHASE AGREEMENT

       

      


       

      


       

      DATED
        AS OF JANUARY 25, 2008

       

      


       

      between

       

      


       

      CENTERLINE
        HOLDING COMPANY

       

      


       

      and

       

      


       

      RELATED
        SPECIAL ASSETS LLC

       

      


       

      


       

      


       

      


       

      


      
 

    

    
      


       

      
        
          

        



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Table
      of Contents

     

    
      	
              ARTICLE
                I

            	
              Sale
                of the Convertible Preferred Shares 

            	
              1
                

            


    

     

    
      	
               

            	
              Section
                1.1

            	
              Authorization
                of Issuance and Sale and Delivery of the Convertible Preferred
                Shares 

            	
              1
                

            


    

     

    
      	
               

            	
              Section
                1.2

            	
              The
                Closing of the Sale of the Convertible Preferred
                Shares 

            	
              1
                

            


    

     

    
      	
              ARTICLE
                II

            	
              The
                Closing 

            	
              2
                

            


    

     

    
      	
               

            	
              Section
                2.1

            	
              Deliveries
                at the Closing. 

            	
              2
                

            


    

     

    
      	
               

            	
              Section
                2.2

            	
              Restrictive
                Legend 

            	
              3
                

            


    

     

    
      	
              ARTICLE
                III

            	
              [Intentionally
                omitted] 

            	
              4

            


    

     

    
      	
              ARTICLE
                IV

            	
              [Intentionally
                omitted] 

            	
              4

            


    

     

    
      	
              ARTICLE
                V

            	
              Representations
                and Warranties of the Company

            	
              5

            


    

     

    
      	
               

            	
              Section
                5.1

            	
              Due
                Creation, Good Standing and Due Qualification. 

            	
              5
                

            


    

     

    
      	
               

            	
              Section
                5.2

            	
              Subsidiary
                Due Organization, Good Standing and Due
                Qualification 

            	
              5
                

            


    

     

    
      	
               

            	
              Section
                5.3

            	
              Authorization;
                Enforceability; Corporate and Other Proceedings. 

            	
              5
                

            


    

     

    
      	
               

            	
              Section
                5.4

            	
              Non
                Contravention. 

            	
              6
                

            


    

     

    
      	
               

            	
              Section
                5.5

            	
              Absence
                of Defaults 

            	
              6
                

            


    

     

    
      	
               

            	
              Section
                5.6

            	
              Capitalization
                of the Company. 

            	
              7
                

            


    

     

    
      	
               

            	
              Section
                5.7

            	
              Offering
                Exemption. 

            	
              7
                

            


    

     

    
      	
               

            	
              Section
                5.8

            	
              SEC
                Reports. 

            	
              7
                

            


    

     

    
      	
               

            	
              Section
                5.9

            	
              Financial
                Statements. 

            	
              8
                

            


    

     

    
      	
               

            	
              Section
                5.10

            	
              No
                Material Adverse Change 

            	
              8
                

            


    

     

    
      	
               

            	
              Section
                5.11

            	
              No
                Consent or Approval Required. 

            	
              8
                

            


    

     

    
      	
               

            	
              Section
                5.12

            	
              Absence
                of Proceedings. 

            	
              9
                

            


    

     

    
      	
               

            	
              Section
                5.13

            	
              Possession
                of Licenses and Permits 

            	
              9
                

            


    

     

    
      	
               

            	
              Section
                5.14

            	
              Title
                to Property 

            	
              9
                

            


    

     

    
      	
               

            	
              Section
                5.15

            	
              Investment
                Company Act 

            	
              9
                

            


    

     

    
      	
               

            	
              Section
                5.16

            	
              Authorization
                of the Trust Agreement 

            	
              10
                

            


    

     

    
      	
               

            	
              Section
                5.17

            	
              Limitation
                of Personal Liability 

            	
              10
                

            


    

     

    
      	
               

            	
              Section
                5.18

            	
              Similar
                Offerings 

            	
              10
                

            


    

     

    
      	
               

            	
              Section
                5.19

            	
              No
                General Solicitation 

            	
              10
                

            


      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

    

     

    
      	
               

            	
              Section
                5.20

            	
              Partnership
                Status 

            	
              10
                

            


    

     

    
      	
               

            	
              Section
                5.21

            	
              Maintenance
                of Controls and Procedures 

            	
              11
                

            


    

     

    
      	
               

            	
              Section
                5.22

            	
              Registration
                Statement 

            	
              11
                

            


    

     

    
      	
               

            	
              Section
                5.23

            	
              Brokers
                or Finders. 

            	
              11
                

            


    

     

    
      	
              ARTICLE
                VI

            	
              Representations
                and Warranties of the Purchaser

            	
              11

            


    

     

    
      	
               

            	
              Section
                6.1

            	
              Experience. 

            	
              11
                

            


    

     

    
      	
               

            	
              Section
                6.2

            	
              Investment. 

            	
              12
                

            


    

     

    
      	
               

            	
              Section
                6.3

            	
              Transfer
                Restrictions. 

            	
              12
                

            


    

     

    
      	
               

            	
              Section
                6.4

            	
              Brokers
                or Finders. 

            	
              12
                

            


    

     

    
      	
               

            	
              Section
                6.5

            	
              Organization;
                Good Standing; Qualification and Power. 

            	
              12
                

            


    

     

    
      	
               

            	
              Section
                6.6

            	
              Authorization;
                Enforceability; Corporate and Other Proceedings. 

            	
              13
                

            


    

     

    
      	
               

            	
              Section
                6.7

            	
              Non
                Contravention. 

            	
              13
                

            


    

     

    
      	
               

            	
              Section
                6.8

            	
              No
                Consent or Approval Required. 

            	
              13
                

            


    

     

    
      	
               

            	
              Section
                6.9

            	
              Similar
                Offerings 

            	
              14
                

            


    

     

    
      	
               

            	
              Section
                6.10

            	
              No
                General Solicitation 

            	
              14
                

            


    

     

    
      	
              ARTICLE
                VII

            	
              Covenants

            	
              14

            


    

     

    
      	
               

            	
              Section
                7.1

            	
              Board
                Designation Right 

            	
              14
                

            


    

     

    
      	
               

            	
              Section
                7.2

            	
              Consummation
                of the Rights Offering 

            	
              15
                

            


    

     

    
      	
               

            	
              Section
                7.3

            	
              NYSE
                Listing 

            	
              16
                

            


    

     

    
      	
               

            	
              Section
                7.4

            	
              Distributions
                Upon Redemption 

            	
              17
                

            


    

     

    
      	
               

            	
              Section
                7.5

            	
              Tax
                Allocations 

            	
              17
                

            


    

     

    
      	
              ARTICLE
                VIII

            	
              Indemnification

            	
              17

            


    

     

    
      	
               

            	
              Section
                8.1

            	
              Indemnification
                Generally. 

            	
              17
                

            


    

     

    
      	
               

            	
              Section
                8.2

            	
              Indemnification
                Procedures For Third-Party Claims. 

            	
              18
                

            


    

     

    
      	
               

            	
              Section
                8.3

            	
              Survival
                of Representations, Warranties and Covenants 

            	
              19
                

            


    

     

    
      	
              ARTICLE
                IX

            	
              Miscellaneous

            	
              19

            


    

     

    
      	
               

            	
              Section
                9.1

            	
              Expenses
                and Taxes. 

            	
              19
                

            


    

     

    
      	
               

            	
              Section
                9.2

            	
              Further
                Assurances. 

            	
              19
                

            


    

     

    
      	
               

            	
              Section
                9.3

            	
              Securities
                Law Disclosure; Public Announcement.20


            


    

     

    
      	
               

            	
              Section
                9.4

            	
              No
                Third-Party Beneficiaries. 

            	
              20
                

            


    

     

    
      	
               

            	
              Section
                9.5

            	
              Entire
                Agreement. 

            	
              20
                

            


    

     

    
      	
               

            	
              Section
                9.6

            	
              Successors
                and Assigns. 

            	
              20
                

            


      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

    

     

    
      	
               

            	
              Section
                9.7

            	
              Counterparts. 

            	
              21
                

            


    

     

    
      	
               

            	
              Section
                9.8

            	
              Notices. 

            	
              21
                

            


    

     

    
      	
               

            	
              Section
                9.9

            	
              Governing
                Law. 

            	
              22
                

            


    

     

    
      	
               

            	
              Section
                9.10

            	
              Submission
                to Jurisdiction 

            	
              22
                

            


    

     

    
      	
               

            	
              Section
                9.11

            	
              Specific
                Performance 

            	
              22
                

            


    

     

    
      	
               

            	
              Section
                9.12

            	
              Amendments
                and Waivers. 

            	
              23
                

            


    

     

    
      	
               

            	
              Section
                9.13

            	
              Incorporation
                of Schedules and Exhibits. 

            	
              23
                

            


    

     

    
      	
               

            	
              Section
                9.14

            	
              Construction. 

            	
              23
                

            


    

     

    
      	
               

            	
              Section
                9.15

            	
              Interpretation. 

            	
              23
                

            


    

     

    
      	
               

            	
              Section
                9.16

            	
              Severability. 

            	
              23
                

            


    

     

    
      	
               

            	
              Section
                9.17

            	
              Waiver
                of Jury Trial. 

            	
              24
                

            


    

     

    Annexes

     

    
    

    
      	Annex
              I	–      Certain
              Definitions 


    

                           

    Schedules

     

    Schedule
      5.4
Schedule
      5.10

    Schedule
      5.11

    Schedule
      5.12

    Schedule
      5.23

     

    Exhibits

     

    
      	Exhibit
              A	–      
              Form of Certificate of Designation


    

    
      	Exhibit
              B	–      
              Form of Registration Rights Agreement


    

    
      	Exhibit
              C	–      
              Form of Legal Opinion of Richards, Layton & Finger,
              P.A.


    

    
      	Exhibit
              D	–      
              Form of Legal Opinion of Paul, Hastings, Janofsky & Walker
              LLP


    

    
      	Exhibit
              E	–      
              Form of Instrument of Accession


    

    
      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

    

    


    SECURITIES
      PURCHASE AGREEMENT
      (this “Agreement”), dated
      as
      of January 25, 2008, between Centerline Holding Company, a
      statutory trust created under the laws of the state of Delaware (the “Company”), and Related
      Special AssetsLLC, a Delaware
      limited
      liability company (the “Purchaser”).

     

    RECITALS

     

    WHEREAS,
      the Company desires
      to sell to the Purchaser, and the Purchaser desires to purchase from the
      Company, 11,216,628 11.0% Cumulative Convertible Preferred Shares, Series A-1
      of
      the Company (the “Convertible Preferred
      Shares”) containing the terms set forth in the Certificate of Designation
      attached as Exhibit
      A hereto (the “Certificate
      of
      Designation”) and the Second Amended and Restated Trust Agreement of the
      Company, dated as of November 17, 2003, as amended by Amendment No. 1
      thereto, dated as of September 20, 2005, as further amended by Amendment No.
      2
      thereto, dated as of November 30, 2005, as further amended by Amendment No.
      3
      thereto, dated as of June 13, 2006, and as further amended by Amendment No.
      4
      thereto, dated as of April 2, 2007 (the “Trust
      Agreement”);

     

    NOW,
      THEREFORE, in
      consideration of the mutual promises herein made, and in consideration of the
      representations, warranties, and covenants herein contained, the Company and
      the
      Purchaser agree as follows:

     

    All
      capitalized terms used and not otherwise defined in this Agreement shall have
      the definitions set forth on Annex I hereto or,
      if
      not set forth on Annex
      I, in the Trust Agreement.

     

    ARTICLE
      I

    Sale
      of the Convertible Preferred Shares

     

    Section
      1.1    Authorization
      of Issuance
      and Sale and Delivery of the Convertible Preferred Shares.

     

    Subject
      to the terms and conditions hereof, the Purchaser agrees to purchase at the
      Closing (as defined below), and the Company agrees to sell and issue to the
      Purchaser at the Closing, the Convertible Preferred Shares at an aggregate
      purchase price of $131,234,548 (the “Aggregate Purchase
      Price”), representing a price per Convertible Preferred Share of
      $11.70.

     

    Section
      1.2    The
      Closing of the Sale of
      the Convertible Preferred Shares.

     

    The
      closing (the “Closing”) shall take
      place at the offices of Paul, Hastings, Janofsky & Walker LLP, 75 East 55th
      Street, New York, NY 10022, at 10:00 a.m., New York time, on
      the
      date hereof, or such other time and date as the parties may agree upon (the
      date
      that the Closing occurs, the “Closing
      Date”).  At the Closing, on the terms and subject to the
      conditions contained herein, the Company shall issue and deliver the Convertible
      Preferred Shares against receipt by the Company of the Aggregate Purchase Price
      by wire transfer of immediately available funds to an account, which the Company
      shall designate to the Purchaser prior to the Closing in writing.  The
      Convertible Preferred Shares shall be evidenced by certificates.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

    The
      Closing

     

    Section
      2.    Deliveries
      at the
      Closing. 

     

    (1)           
      At the Closing, the Company shall deliver to the Purchaser:

     

    (a)           
      a duly executed share certificate registered in the name of the Purchaser,
      representing the Convertible Preferred Shares being purchased by the Purchaser
      pursuant to this Agreement;

     

    (b)           
      a counterpart signature page to the Registration Rights Agreement, in the form
      attached as Exhibit
      B hereto (the “Registration
      Rights
      Agreement”), duly executed by the Company;

     

    (c)           
      the opinion of Richards, Layton & Finger, P.A. Delaware counsel to the
      Company, dated as of the Closing Date, in the form attached as Exhibit C
      hereto;

     

    (d)           
      the opinion of Paul, Hastings, Janofsky & Walker LLP, New York counsel to
      the Company, dated as of the Closing Date, in the form attached as Exhibit D
      hereto;

     

    (e)           
      an executed copy of the Supplemental Listing Application to the New York Stock
      Exchange, Inc. (the “NYSE”) in respect
      of
      the common shares of beneficial interest, no par value, of the Company (the
      “Common
      Shares”) issuable upon the conversion of Convertible Preferred
      Shares;

     

    (f)           
      a Secretary’s Certificate, duly executed by the Secretary of the Company,
      appending certified copies of the Company’s Fundamental Documents and
      minutes/resolutions of the Board of Trustees of the Company (the “Board”) (and, if
      applicable, any committee) approving the Documents and the transactions
      contemplated thereby (including, without limitation, the Certificate of
      Designation and the Rights Offering (as defined herein));

     

    (g)           
      an Incumbency Certificate, duly executed by an authorized officer of the
      Company, certifying with respect to the incumbency of the officers listed
      thereon and the genuineness of such officers’ respective
      signatures;

     

    (h)           
      a duly executed counterpart signature page to a cross-receipt (the “Cross-Receipt”) with
      respect to the Company’s receipt of the Aggregate Purchase Price and the
      Purchaser’s receipt of the Convertible Preferred Shares;

     

    (i)           
      a Certificate of good standing of the Company from the Secretary of State of
      the
      States of Delaware, New York, Virginia and Texas, each dated as of a recent
      date; and

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (j)           
      an executed copy of the Waiver to Revolving Credit and Term Loan Agreement,
      dated as of January 24, 2008, by and among the Company and Centerline Capital
      Group Inc., those Persons listed as Guarantors on Schedule 1 thereto
      and those Lenders constituting the Required Lenders (as defined therein), each
      as set forth on a counterpart signature page thereto; and

     

    (2)           
      At the Closing, the Purchaser shall deliver to the Company:

     

    (a)           
      the Aggregate Purchase Price for the Convertible Preferred Shares being
      purchased by the Purchaser pursuant to this Agreement; and

     

    (b)           
      a counterpart signature page to the Registration Rights Agreement, duly executed
      by the Purchaser; and

     

    (c)           
      a duly executed counterpart signature page to the Cross-Receipt.

     

    Section
      2.2    Restrictive
      Legend.

     

    The
      certificate representing the Convertible Preferred Shares shall be stamped
      or
      otherwise imprinted with a legend substantially in the following form (in
      addition to any legend required by applicable state securities Laws), upon
      issuance thereof, and until such time as the same is no longer required under
      the applicable requirements of the Securities Act:

     

    THE
      11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS, AND
      CENTERLINE HOLDING COMPANY (THE “ISSUER”) HAS NOT BEEN REGISTERED UNDER THE
      INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY
      ACT”).  NEITHER SUCH 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES NOR
      ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

     

    THE
      HOLDER, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, RESELL OR OTHERWISE TRANSFER
      THE 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES REPRESENTED HEREBY, UNLESS
      SUCH 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES NO LONGER CONSTITUTE
“RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT,
      ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
      DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO ONE OR MORE PERSONS, EACH
      OF
      WHICH IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 UNDER THE SECURITIES
      ACT) THAT IS ACQUIRING SUCH 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES FOR
      ITS OWN ACCOUNT FOR INVESTMENT AND NOT

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    WITH
      A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
      VIOLATION OF THE SECURITIES ACT OR OTHER APPLICABLE SECURITIES LAWS OR (D)
      PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF
      THE SECURITIES ACT, IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE
      DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH ACCREDITED INVESTOR BE
      AT
      ALL TIMES WITHIN ITS OR THEIR CONTROL.

     

    TO
      THE FULLEST EXTENT PERMITTED BY LAW, ANY TRANSFER IN VIOLATION OF THE FOREGOING
      WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE
      TO
      TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTION TO THE
      CONTRARY TO THE ISSUER, THE TRANSFER AGENT OR ANY INTERMEDIARY.

     

    Furthermore,
      the Convertible Preferred Share certificate will contain a legend substantially
      to the following effect:

     

    THE
      ISSUER WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL
      STATEMENT OF (1) ANY RESTRICTIONS, LIMITATIONS, PREFERENCES OR REDEMPTION
      PROVISIONS CONCERNING THE 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES AND
      (2)
      THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING
      POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, AND OTHER QUALIFICATIONS
      AND TERMS AND CONDITIONS OF REDEMPTION OF THE 11.0% CUMULATIVE CONVERTIBLE
      PREFERRED SHARES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN
      THE SHARES OF EACH SERIES OF SUCH CLASS TO THE EXTENT THEY HAVE BEEN SET, AND
      THE AUTHORITY OF THE BOARD OF TRUSTEES OF THE ISSUER TO SET THE RELATIVE RIGHTS
      AND PREFERENCES OF SUBSEQUENT SERIES OF 11.0% CUMULATIVE CONVERTIBLE PREFERRED
      SHARES.  11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES WILL BE ISSUED
      AND MAY BE TRANSFERRED ONLY IN WHOLE SHARES.

     

    


     

    ARTICLE
      III

    [Intentionally
      omitted]

     

    


     

     

    ARTICLE
      IV

    [Intentionally
      omitted]

     

    


     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

    Representations
      and Warranties of the Company

     

                   
      As a material inducement to the Purchaser to enter into and perform its
      obligations under this Agreement, the Company hereby represents and warrants
      to
      the Purchaser as follows:

     

    Section
      5.1    Due
      Creation, Good Standing
      and Due Qualification. 

     

    The
      Company has been duly created and is validly existing as a statutory trust
      in
      good standing under the laws of the state of Delaware, and under the Trust
      Agreement, resolutions of the Board (or a duly authorized committee thereof)
      and
      the Delaware Statutory Trust Act, has full trust power and authority to own,
      lease and operate its properties and conduct its business as presently being
      conducted and to enter into and perform its obligations under, or as
      contemplated under, this Agreement; and the Company is duly qualified as a
      statutory trust to transact business as a foreign entity and is in good standing
      in each jurisdiction in which such qualification is required, whether by reason
      of the ownership or leasing of property or the conduct of business, except
      where
      the failure so to qualify or to be in good standing would not result in a
      material adverse change in the business, Assets, liabilities, operations,
      condition (financial or otherwise) or operating results of the Company and
      its
      Subsidiaries (as defined herein), taken as a whole (a “Material Adverse
      Effect”).

     

    Section
      5.2    Subsidiary
      Due Organization,
      Good Standing and Due Qualification.  

     

    Each
      of the Company’s Subsidiaries
has
      been duly created and is validly
      existing and is in good standing under the laws of the state of its
      creation, and under its respective Fundamental Documents and relevant state
      law,
      has full power and authority to own, lease and operate its properties and to
      conduct its business as presently being conducted; each such Subsidiary is
      duly
      qualified to transact business as a foreign entity and is in good standing
      in
      each jurisdiction in which such qualification is required, whether by reason
      of
      the ownership or leasing of property or the conduct of business, except where
      the failure so to qualify or to be in good standing would not result in a
      Material Adverse Effect; except as otherwise disclosed in the SEC Reports,
      all
      of the issued and outstanding equity interests of each Subsidiary have been
      duly
      and validly authorized and issued and are fully paid and non-assessable
      interests in such Subsidiary that are owned by the Company, directly or through
      other Subsidiaries, free and clear of any Lien; and none of the outstanding equity interests
      of
      the Subsidiaries were
      issued in violation of any preemptive right, resale right, right of first
      refusal or other similar right.

     

    


     

    Section
      5.3    Authorization;
      Enforceability; Corporate and Other Proceedings. 

     

    (1)           
      The Company has all requisite power and authority to execute and deliver each
      Document to which it is a party and to perform its obligations under each such
      Document. Each Document to which the Company is a party has been duly authorized
      by all necessary action on the part of the Company, and each Document to which
      the Company is a party has been duly executed and delivered by the Company,
      and,
      assuming the due authorization, execution and

     


    
      
        
        

      

      
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    delivery
      by the other parties thereto, constitutes the valid and legally binding
      obligation of the Company, enforceable in accordance with its terms and
      conditions, except that the enforcement thereof may be subject to (i)
      bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
      conveyance or other similar laws now or hereafter in effect relating to
      creditors’ rights generally and (ii) general principles of equity (whether
      applied by a court of law or equity) and the discretion of the court before
      which any proceeding therefor may be brought.

     

    (2)           
      The authorization, issuance, sale and delivery of the Convertible Preferred
      Shares have been duly authorized by all requisite action of the Board.
      Notwithstanding anything contained on the schedules attached hereto, the
      Convertible Preferred Shares being issued as of the Closing Date, if and when
      issued, will be duly and validly issued and
      outstanding, fully paid and nonassessable interests in the
      Company, with no personal liability attaching to the
      ownership thereof, free and clear of any Liens, and will not be subject
      to
      any preemptive right, resale right, right of first refusal or other similar
      rights of any security holder of the Company, provided that the Rights Offering
      (as defined herein) shall be made to holders of Trust Securities (as defined
      herein), other than the Purchaser Group (as defined herein). 
      The underlying Common
      Shares issuable upon conversion of the Convertible Preferred Shares have been
      duly authorized by all requisite action of the Board and, when issued upon
      such conversion and delivered against surrender of the Convertible Preferred
      Shares, will be duly and validly issued, fully
      paid and nonassessable interests in the Company
      and will not be subject to any preemptive right, resale right, right of first
      refusal or other similar rights of any security holder of the Company, provided
      that the Rights Offering (as defined herein) shall be made to holders of Trust
      Securities (as defined herein), other than the Purchaser Group.

     

    Section
      5.4    Non
      Contravention. 

     

    Notwithstanding
      anything contained on the
      schedules attached hereto,
      the execution, delivery and performance by the Company of the Documents,
the
consummation
      of the
      transactions contemplated hereby and thereby and compliance
      with the provisions hereof and thereof, including
      the
      issuance, sale and delivery of the Convertible Preferred Shares have not, do
      not
      and shall not (whether with or without
      the giving of notice or passage of time or both), (a) violate any Law
      to which
      the Company or any of its Subsidiaries is subject, (b) violate any provision
      of
      the Fundamental Documents of the Company or the Fundamental Documents of the
      Company’s Subsidiaries, (c) conflict with, result in a breach of, constitute a
      default under, result in the acceleration of, create in any party the right
      to
      accelerate, require the repurchase, redemption or repayment of, terminate,
      modify or cancel, or require any
      notice under any material
      contract to which the Company or any of its Subsidiaries is
      a party, or (d) result
      in the imposition of any
Lien upon any of the
Assets of
      the
Company or any of its
Subsidiaries.

     

    


     

    Section
      5.5    Absence
      of
      Defaults.  The Company is not in violation of its Trust
      Agreement, none of the Company’s Subsidiaries are in violation of their
      respective Fundamental Documents and neither the Company nor any of its
      Subsidiaries are in default in the performance or observance of any obligation,
      agreement, covenant or condition contained in any contract, indenture, mortgage,
      deed of trust, loan or credit agreement, note, lease or other agreement or
      

     


    
      
        
        

      

      
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    instrument
      to which the Company or any of its Subsidiaries is a party or by which any
      of
      them may be bound or to which any of the property or assets of the Company
      or
      any of its Subsidiaries is subject, except for such violations or defaults
      that
      would not result in a Material Adverse Effect.

     

    Section
      5.6    Capitalization
      of the
      Company. 

     

    (1)           
      All of the issued and outstanding beneficial interests in the Company have
      been
      duly and validly authorized and issued and are fully paid and nonassessable
      interests in the Company, have been issued in compliance with all federal and
      state securities laws and were not issued in violation of any preemptive
      right,
      resale right, right of first refusal or other similar right.

     

    (2)           
      Except as contemplated by the Documents, the Certificate of Designation,
      including the Rights Offering (as defined therein) or the Trust Agreement,
      or as
      otherwise disclosed in the SEC Reports, there are, and immediately after
      consummation of the Closing there will be, no (i) outstanding warrants,
      options, agreements, convertible securities or other commitments or instruments
      pursuant to which the Company  is or may become obligated to issue or
      sell any shares of the Company’s capital stock or other securities (or securities
      convertible into securities of the Company), (ii) preemptive rights,
      resale rights, rights of first refusal or similar rights
      to
      purchase or otherwise acquire shares of the capital stock or other securities
      of
      the Company pursuant to any provision of Law, the Company’s Fundamental
      Documents or any contract, “shareholders’ rights plan”, “poison pill” or similar
      plan, arrangement or scheme to which the Company is a party or (iii) right,
      contractual or otherwise, to cause the Company to register pursuant to the
      Securities Act, any beneficial interests in the Company upon the issue and
      sale
      of the Convertible Preferred Shares, in each case, other than those
      rights that
      have been expressly waived, fully and unconditionally, prior to the date
hereof; immediately
      following the Closing hereunder, the Convertible Preferred
      Shares will represent 14% of the
Company’s
Common
      Shares on a fully diluted basis,
      assuming vesting
      of all
      outstanding restricted
Common Shares
and conversion
      or exchange of all outstanding vested options
      exercisable for Common Shares, Common
      Shares, Special Common Units,
      Special
      Common Interests, 4.40% Cumulative Perpetual Convertible Community Reinvestment
      Act Preferred Shares, Series A-1 and Convertible Community Reinvestment Act
      Preferred Shares.

     

    Section
      5.7    Offering
      Exemption. 

     

    Based
      upon and assuming the accuracy of the representations of the Purchaser in
      Article VI, the offering, sale and issuance of the Convertible Preferred Shares
      do not require registration under the Securities Act or applicable state
      securities and “blue sky” Laws.  The Company has made all requisite
      filings and has taken or will take all action necessary to be taken to comply
      with such state securities or “blue sky” Laws.

     

    
      Section
        5.8    SEC
        Reports.

       

      (i)
        The
        Company’s Annual Report on Form 10-K most recently filed with the SEC (the
“Annual
        Report”) and (ii) each subsequent report filed with the SEC pursuant to
        the Exchange 

    

    
 

    
      
        
        

      

      
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    Act
      (together with the Annual Report, the “SEC Reports”), as of
      their respective dates, did not include any untrue statement of a material
      fact
      or omit to state a material fact necessary to make the statements therein,
      in
      the light of the circumstances under which they were made, not
      misleading.  Such documents, when they were filed with the SEC,
      conformed in all material respects to the requirements of the Exchange Act
      and
      the rules and regulations of the SEC thereunder (including Regulation
      S-X).  Since the date of the filing of the Annual Report with the SEC,
      the Company has made all filings with the SEC required to be made by the Company
      under the Exchange Act.

     

    Section
      5.9    Financial
      Statements. 

     

    The
      consolidated financial statements of the Company  contained in the SEC
      Reports (the “Financial
      Statements”) complied as to form in all material respects with the
      published rules and regulations of the SEC with respect thereto, were prepared
      in accordance with GAAP applied on a consistent basis during the periods
      involved and fairly present, in all material respects, in conformity with GAAP,
      the consolidated financial position of the Company  and its
      consolidated Subsidiaries as of the dates thereof and their consolidated results
      of operations and changes in financial position for the periods then ended
      (except, in each case, as may be indicated in the notes thereto and subject,
      in
      each case, to normal year-end adjustments in the case of any unaudited interim
      financial statements).

     

    Section
      5.10    No
      Material Adverse
      Change.  Since September 30, 2007 (the date of the most recent
      financial statements of the Company  filed with the SEC), except as
      otherwise stated therein or in the SEC Reports, or otherwise set forth on Schedule
      5.10 hereto, there has not been (i) any change resulting in a Material
      Adverse Effect, (ii) any transaction which is material to the
      Company  or its Subsidiaries, except transactions in the ordinary
      course of business, (iii) any obligation, direct or contingent, which is
      material to the Company  and its Subsidiaries taken as a whole,
      incurred by the Company  or its Subsidiaries, except obligations
      incurred in the, ordinary course of business, (iv) any change in the beneficial
      interests in or outstanding indebtedness of the Company  or its
      Subsidiaries, except changes in the ordinary course of business or (v) except
      for regular quarterly dividends on the beneficial interests in the
      Company  or its Subsidiaries, in amounts per share that are consistent
      with past practice, there has been no dividend or distribution of any kind
      declared, paid or made on the beneficial interests in the Company  or
      its Subsidiaries.  Neither the Company  nor its Subsidiaries
      has any material contingent obligation which is not disclosed in this Agreement
      or the SEC Reports. 

     

    Section
      5.11    No
      Consent or Approval
      Required. 

     

    Except
      as
      set forth on Schedule
      5.11 hereto, no consent, approval or authorization of, or declaration to
      or filing with, any Person, including pursuant to the Credit Agreement or the
      Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, is required
      by
      the Company for the valid authorization, execution and delivery by the Company
      of any Document or for its consummation of the transactions contemplated thereby
      or for the valid authorization, issuance and delivery of the Convertible
      Preferred Shares, other than those consents, approvals, 

     


    
      
        
        

      

      
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    authorizations,
      declarations or filings which have been obtained or made, as the case may be,
      and such as may be required under state securities or “blue sky” laws in
      connection with the purchase and resale of the Convertible Preferred
      Shares.

     

    Section
      5.12    Absence
      of Proceedings.


     

    Except
      as disclosed in the SEC
      Reports or set forth on
Schedule
      5.12 hereto,
      there is no
      Proceeding now
      pending, or, to the knowledge of the Company, threatened, against or affecting
      the Company or any of its Subsidiaries which, singly or in the aggregate, would
      result in a Material Adverse Effect, or which might reasonably be expected
      to
      materially and adversely affect the consummation of the transactions
      contemplated herein or the performance by the Company of its obligations
      hereunder.

     

    


     

    Section
      5.13    Possession
      of Licenses and
      Permits.  The Company  and its Subsidiaries possess
      such permits, licenses, approvals, consents and other authorizations
      (collectively, “Governmental
      Licenses”) issued by the appropriate federal, state, local or foreign,
      regulatory agencies or bodies necessary to conduct the businesses now operated
      by them; the Company  and its Subsidiaries are in compliance with the
      terms and conditions of all such Governmental Licenses, except where the failure
      so to comply would not, singly or in the aggregate, result in a Material Adverse
      Effect; all of the Governmental Licenses are valid and in full force and effect,
      except where the invalidity of Governmental Licenses or the failure of such
      Governmental Licenses to be in full force and effect would not, singly or in
      the
      aggregate, result in a Material Adverse Effect; and neither the
      Company  nor any of its Subsidiaries has received any notice of
      proceedings relating to the revocation or modification of any Governmental
      Licenses which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would result in a Material Adverse
      Effect.

     

    Section
      5.14    Title
      to
      Property.  

     

    The
      Company and its Subsidiaries do not own any real property nor do they have
      any
      leases or subleases with respect to any real property (except for seventeen
      properties leased by the Company and its Subsidiaries); the Company and its
      Subsidiaries have good and marketable title to the investments described in
      the
      SEC Reports, in each case, free and clear of all Liens of any kind except such
      as (i) are described in the SEC Reports or (ii) do not, singly or in the
      aggregate, materially affect the value of any such investments; and neither
      the
      Company  nor any of its Subsidiaries has any notice of any material
      claim of any sort that has been asserted by anyone adverse to the rights of
      the
      Company  or any of its Subsidiaries under any of such investments, or
      affecting or questioning the rights of the Company  or any Subsidiary
      thereof to the continued possession of the investments.

     

    
      Section
        5.15    Investment
        Company Act.

       

      The
        Company is not, and upon the issuance and sale of the Convertible Preferred
        Shares as herein contemplated and the application of the net proceeds therefrom
        will not be, an 

    


    
      
        
        

      

      
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    “investment
      company” or an entity “controlled” by an “investment company”, as such terms are
      defined in the Investment Company Act of 1940, as amended.

     

    Section
      5.16    Authorization
      of the Trust
      Agreement.  

     

    The
      Trust
      Agreement, has been duly authorized, executed and delivered by the Company
      and
      constitutes a valid, legal and binding agreement of the Company , enforceable
      against the Company  in accordance with its terms, except to the
      extent enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws relating to creditors’ rights generally or by
      general principles of equity.

     

    Section
      5.17    Limitation
      of Personal
      Liability.  

     

    The
holders
      of the Convertible
      Preferred Shares will be entitled
      to the same limitation of personal liability as that extended to
      stockholders of private corporations for profit organized under the General
      Corporation Law of the State of Delaware; provided, however, that pursuant
      to
      the terms of this Agreement, the Purchaser will indemnify the Company against
      any liability resulting from any inaccuracy in or breach of any such investor’s
      representations and warranties in accordance with the terms hereof; and
      provided, further, however, it being understood that a holder of Convertible
      Preferred Shares may be obligated
      to make certain payments provided for in the Trust Agreement.

     

    Section
      5.18    Similar
      Offerings.  

     

    None
      of the Company, its
      Affiliates, or any Person acting on its or any of their behalf (in each case
      other than the Purchaser, as to which the Company makes no representation),
      has,
      directly or indirectly, solicited any offer to buy, sold or offered to sell
      or
      otherwise negotiated in respect of, or will solicit any offer to buy, sell
      or
      offer to sell or otherwise negotiate in respect of, in the United States or
      to
      any United States citizen or resident, any security which is or would be
      integrated with the sale of the Convertible Preferred Shares in a manner that
      would require the Convertible Preferred Shares to be registered under the
      Securities Act.

     

    Section
      5.19    No
      General
      Solicitation.   

     

    None
      of
      the Company, its Affiliates or any person acting on its or any of their behalf
      (in each case other than the Purchaser, as to whom the Company  makes
      no representation) has engaged or will engage, in connection with the offering
      of the Convertible Preferred Shares, in any form of general solicitation or
      general advertising within the meaning of Rule 502(c) under the Securities
      Act.

     

    Section
      5.20    Partnership
      Status.

     

    The
      Company has been and is properly treated as a partnership, and not as a publicly
      traded partnership taxable as a corporation or as an association taxable as
      a
      corporation for federal income tax purposes, and the holders of the Convertible
      Preferred Shares will be treated as partners for U.S. federal income tax
      purposes.

    
 

    
      
        
        

      

      
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    Section
      5.21    Maintenance
      of Controls and
      Procedures.  

     

    The
      Company  has established and maintains “disclosure controls and
      procedures” (as such term is defined in Rules 13a-15 and 15d-15 under the
      Exchange Act) that (A) are designed to ensure that material information relating
      to the Company , including its Subsidiaries, is made known to the Company ’s
      Chief Executive Officer and its Chief Financial Officer by others within those
      entities, particularly during the periods in which the filings made by the
      Company  with the SEC which it may make under Section 13(a), 13(c), 14
      or 15(d) of the Exchange Act are being prepared and (B) have been evaluated
      for
      effectiveness as of the end of the Company ’s most recent quarterly report on
      Form 10-Q filed with the SEC.  The Company’s accountants and the audit
      committee of the Board have been advised of (x) any significant deficiencies
      in
      the design or operation of internal controls that could adversely affect the
      Company’s ability to record, process, summarize, and report financial data and
      (y) any fraud, whether or not material, that involves management or other
      employees who have a role in the Company’s internal controls.

     

    Section
      5.22    Registration
      Statement

     

    As
      of the
      date  hereof, the Company  meets the requirements for use of
      Form S-3 under the Securities Act and a registration statement has
      been filed with the SEC for registration under the Securities Act of
      the offering and sale of debt and equity securities of the
      Company  and has been declared effective under the Securities Act and
      no stop order suspending the effectiveness of the registration statement has
      been issued and no Proceedings for that purpose have been instituted, or to
      the
      knowledge of the Company, are contemplated by the SEC.

     

    Section
      5.23    Brokers
      or
      Finders.

     

    Except
      as
      set forth on Schedule
      5.23, the Company has not retained any investment banker, broker or
      finder in connection with this Agreement or the transactions contemplated hereby
      (including the sale of the Convertible Preferred Shares) or incurred any
      liability for any brokerage or finders’ fees, agent commissions or any similar
      charges in connection wit this Agreement or the transactions contemplated
      hereby.

     

    
      ARTICLE
        VI

      Representations
        and Warranties of the Purchaser

       

      As
        a
        material inducement to the Company to enter into and perform its obligations
        under this Agreement, the Purchaser represents, warrants and covenants to
        the
        Company as follows:

       

      Section
        6.1    Experience.

       

      The
        Purchaser is an “accredited investor” within the meaning of Regulation D
        promulgated under the Securities Act and, by virtue of its experience in
        evaluating and investing 

    

     


    
      
        
        

      

      
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    in
      private placement transactions of securities in companies similar to the
      Company, the Purchaser is capable of evaluating the merits and risks of its
      investment in the Company and has the capacity to protect its own
      interests.  The Purchaser has had access to the Company’s senior
      management and has had the opportunity to conduct such due diligence review
      as
      it has deemed appropriate.

     

    Section
      6.2    Investment.

     

    The
      Purchaser has not been formed solely for the purpose of making this investment
      and is not making this investment with the view to, or for resale in connection
      with, any distribution of any part thereof in violation of, or in a manner
      that
      would require registration of the Convertible Preferred Shares being purchased
      hereby under, the Securities Act.  The Purchaser understands that the
      Convertible Preferred Shares have not been registered under the Securities
      Act
      or applicable state securities or “blue sky” Laws by reason of a specific
      exemption from the registration provisions of the Securities Act and applicable
      state securities or “blue sky” Laws, the availability of which depends upon,
      among other things, the bona fide nature of the investment intent and the
      accuracy of the Purchaser’s representations as expressed herein and the
      Purchaser will not take any actions that would have caused the Convertible
      Preferred Shares being purchased hereby to be registered under the Securities
      Act.  Notwithstanding the foregoing, the consummation of the Rights
      Offering and the use of the proceeds thereof shall not be deemed to be a
      violation of this representation, warranty and covenant.

     

    Section
      6.3    Transfer
      Restrictions.

     

    The
      Purchaser acknowledges and understands that it must bear the economic risk
      of
      this investment for an indefinite period of time because the Convertible
      Preferred Shares must be held indefinitely unless subsequently registered under
      the Securities Act and applicable state securities or “blue sky” Laws or unless
      an exemption from such registration is available.  The Purchaser
      understands that any transfer agent of the Company  will be issued
      stop transfer instructions with respect to the Convertible Preferred Shares
      unless any transfer thereof is subsequently registered under the Securities
      Act
      and applicable state securities or “blue sky” Laws or unless an exemption from
      such registration is available.

     

    Section
      6.4    Brokers
      or
      Finders.

     

    The
      Purchaser has not retained any investment banker, broker or finder in connection
      with this Agreement or the transactions contemplated hereby (including the
      sale
      of the Convertible
      Preferred Shares) or incurred any liability for any brokerage or finders’ fees,
      agent commissions or any similar charges in connection wit this Agreement or
      the
      transactions contemplated hereby.

    
       

      Section
        6.5    Organization;
        Good Standing;
        Qualification and Power.

       

      The
        Purchaser is duly organized, validly existing and in good standing under
        the
        Laws of its jurisdiction of formation, has all requisite power to carry on
        its
        business as presently being 

    


    
      
        
        

      

      
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    conducted
      and is qualified to do business and in good standing in every jurisdiction
      in
      which the failure so to qualify or be in good standing could reasonably be
      expected to have a material adverse effect on the business, Assets, liabilities,
      operations, condition (financial or otherwise) or operating results of the
      Purchaser and its subsidiaries, taken as a whole (a “Purchaser Material
      Adverse
      Effect”).

     

    Section
      6.6    Authorization;
      Enforceability; Corporate and Other Proceedings.

     

    The
      Purchaser has all requisite power and authority to execute and deliver each
      Document to which it is a party and to perform its obligations under each such
      Document.  Each Document to which the Purchaser is a party has been
      duly authorized by all necessary action on the part of the Purchaser, and each
      Document to which the Purchaser is a party has been duly executed and delivered
      by the Purchaser, and assuming the due authorization, execution and delivery
      by
      the other parties thereto constitutes the valid and legally binding obligation
      of the Purchaser, enforceable in accordance with its terms and conditions,
      except that the enforcement thereof may be subject to (i) bankruptcy,
      insolvency, reorganization, receivership, moratorium, fraudulent conveyance
      or
      other similar laws now or hereafter in effect relating to creditors’ rights
      generally and (ii) general principles of equity (whether applied by a court
      of
      law or equity) and the discretion of the court before which any proceeding
      therefor may be brought.

     

    Section
      6.7    Non
      Contravention.

     

    The
      execution, delivery and performance by the Purchaser of the Documents, the
      consummation of the transactions contemplated thereby and compliance with the
      provisions thereof, including the purchase of the Convertible Preferred Shares
      have not, do not and shall not, (a) violate any Law to which the Purchaser
      or
      any of its subsidiaries is subject, (b) violate any provision of the Fundamental
      Documents of the Purchaser or any of its subsidiaries, (c) conflict with, result
      in a breach of, constitute a default under, result in the acceleration of,
      create in any party the right to accelerate, require the repurchase of,
      terminate, modify or cancel, or require any notice under any material contract
      to which the Purchaser or any of its subsidiaries is a party or (d) result
      in
      the imposition of any Lien upon any of the Assets of the Purchaser or any of
      its
      subsidiaries, except in the case of (a), (c) and (d), as would not have a
      Purchaser Material Adverse Effect.

     

    
      Section
        6.8    No
        Consent or Approval
        Required.

       

      No
        consent, approval or authorization of, or declaration to or filing with,
        any
        Person is required by the Purchaser for the valid authorization, execution
        and
        delivery by the Purchaser of any Document or for its consummation of the
        transactions contemplated thereby or for the purchase of the Convertible
        Preferred Shares, other than those consents, approvals, authorizations,
        declarations or filings which have been obtained or made, as the case may
        be,
        and such as may be required under state securities or “blue sky” laws in
        connection with the purchase and resale of the Convertible Preferred
        Shares.

    


    
      
        
        

      

      
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    Section
      6.9    Similar
      Offerings.

     

    None
      of
      the Purchaser, its Affiliates or any Person acting on its or any of their behalf
      (in each case other than the Company , as to which the Purchaser makes no
      representation), has, directly or indirectly, solicited any offer to buy, sold
      or offered to sell or otherwise negotiated in respect of, or will solicit any
      offer to buy, sell or offer to sell or otherwise negotiate in respect of, in
      the
      United States or to any United States citizen or resident, any security which
      is
      or would be integrated with the sale of the Convertible Preferred Shares in
      a
      manner that would require the Convertible Preferred Shares to be registered
      under the Securities Act.

     

    Section
      6.10    No
      General
      Solicitation.

     

    None
      of
      the Purchaser, its Affiliates or any person acting on its or any of their behalf
      (in each case other than the Company, as to whom the Purchaser makes no
      representation) has engaged or will engage, in connection with the offering
      of
      the Convertible Preferred Shares, in any form of general solicitation or general
      advertising within the meaning of Rule 502(c) under the Securities
      Act.

     

     

    ARTICLE
      VII

    Covenants

     

    Section
      7.1    Board
      Designation
      Right.

     

    (1)           
      If the Purchaser, together with its Affiliates and successors in interest,
      retain at least 50% of the Convertible Preferred Shares purchased upon
      consummation of the purchase and sale pursuant to Section 1.1 hereof immediately
      following completion of the Rights Offering and the associated redemption of
      Convertible Preferred Shares then held by Purchaser and its Affiliates and
      successors in interest (the Convertible Preferred Shares so retained, the "Retained Shares"),
      then from and after the date of completion of the Rights Offering for so long
      as
      the Purchaser, together with its Affiliates and successors in interest,
      collectively owns at least 50% of the Retained Shares, the Company shall,
      subject to and in accordance with the provisions of the Trust Agreement,
      Delaware law and the rules of the NYSE and any other national or regional
      securities exchange or system of automated dissemination of quotation of
      securities prices on which the Common Shares are then traded or quoted, acting
      through the Board, consistent with and subject to their duties under Delaware
      law and the Trust Agreement, take all actions necessary to cause the nomination
      by the Board of one (1) representative, designated by the Purchaser (the "Designee"),  for
      election by the holders of Common Shares and any other shares entitled to vote
      with the Common Shares of the Company in the election of trustees to the Board;
      provided, that, such Designee qualifies as "Independent" in accordance with
      applicable listing standards of the NYSE or any other national or regional
      securities exchange or system of automated dissemination of quotation of
      securities prices in the United States on which the Common Shares are then
      traded or quoted, each as amended from time to time, and that in addition the
      Board has affirmatively determined that such Designee had no material
      relationship 

     


    
      
        
        

      

      
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    with
      the
      Company or its Affiliates or any member of the senior management of the Company
      or his or her Affiliates.

     

    (2)           
      The Purchaser shall provide written notice (the “Designation Notice”)
      to the Board identifying its Designee.  Upon receiving a Designation
      Notice, the trustees of the Board shall take such actions as may reasonably
      be
      within their power, consistent with and subject to their duties under Delaware
      law and the Trust Agreement, to cause the Board to nominate for appointment
      to
      the Board, the Designee, to include the Designee in the Company’s next election
      for trustees to its Board and to recommend that the shareholders of the Company
      vote for the Designee for election to the Board.

     

    (3)           
      To the extent that the Designee is unable to stand for election for any reason,
      the Purchaser shall promptly provide to the Board a written notice of the name
      of the person to be designated by them in substitution of such prior
      Designee.

     

    (4)           
      In the event that the Designee ceases to serve as a trustee of the Company
      due
      to death, resignation or removal of said trustee, the Purchaser may submit
      written notice to the Board designating an individual to replace said Designee.
      The trustees shall, consistent with and subject to their duties under Delaware
      law and the Trust Agreement, promptly recommend that the Board appoint such
      replacement designee as a trustee of the Company to fill any vacancy resulting
      from the death, resignation or removal of the Designee and to include the
      Designee in the Company’s next election for trustees to its Board and recommend
      that the shareholders of the Company vote for the Designee for election to
      the
      Board.  If any such Designee is elected at an Annual Meeting of
      Shareholders of the Company, the Designee will be nominated to the Board as
      a
      member of the class of trustees whose office have expired in that
      year.

     

    Section
      7.2    Consummation
      of the Rights
      Offering.

     

    (1)           
      The Company shall use its commercially reasonable efforts to consummate a rights
      offering (the “Rights
      Offering”) to holders of (i) the Company’s Common Shares (including any
      restricted Common Shares), vested options exercisable for Common Shares,
      Convertible Community Reinvestment Act Preferred Shares, Series A Convertible
      Community Reinvestment Act Preferred Shares, 4.40% Cumulative Perpetual
      Convertible Community Reinvestment Act Preferred Shares, Series A-1 and/or
      Special Preferred Voting Shares, and/or (ii) Special Common Units and/or Special
      Common Interests issued, respectively, by Centerline Capital Company LLC and
      Centerline Investors I LLC, Affiliates of the Company (collectively, the “Trust
      Securities”),
      in each case other than the Purchaser, Stephen M. Ross, Jeff Blau, Related
      General II L.P. or any Affiliates of the foregoing (collectively, the “Purchaser
Group”),
      to subscribe
      for their pro rata share (assuming for this purpose that the Trust Securities
      held by the Purchaser Group are not outstanding) of 11.0% Cumulative Convertible
      Preferred Shares, Series A-1 of the Company, having the same terms as the
      Convertible Preferred Shares other than the issue date, as promptly as practical
      following the Closing Date.  The Rights Offering shall be conducted in
      compliance with all applicable Laws, and the proceeds therefrom shall be used
      to
      redeem, pursuant to Section 3 a.ii. of the
      Certificate of Designation, the Convertible Preferred Shares held by the
      Purchaser, together with its Affiliates and successors in interest (and any
      permitted transferee pursuant to Section 7.2 (2)).  Under the terms of
      the Rights 


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Offering,
      the holders of the Trust Securities shall have no oversubscription
      rights.  The prospectus
      supplement delivered to the holders of the Trust Securities in connection with the
Rights
      Offering, together with the base
      prospectus and the registration statement in which they are
      included, will
      not contain any untrue statement
      of a
      material fact, or omit to state a material fact necessary to make the statements
      contained therein (in the
      case of the prospectuses,
      in light of the circumstances under which they were made),
      not misleading.

     

    For
      purposes of this Section 7.2 only, “Affiliates” shall not include officers,
      directors, trustees or employees of the Company or its Subsidiaries, other
      than
      Stephen M. Ross and Jeff Blau.

     

    (2)           
      The Purchaser agrees that
      neither it, nor any of its Affiliates or successors in interest, will, directly
      or indirectly, sell, assign, offer to sell, pledge or otherwise transfer, or
      convert into Common Shares, any of the Convertible Preferred Shares purchased
      by
      the Purchaser hereunder, except to its Affiliates or unless otherwise not
      prohibited by the NYSE, and in any such case in compliance with the Securities
      Act, until the earlier of (i) such time as the Company completes the Rights
      Offering, (ii) the receipt of any shareholder approval that may be required
      by
      the rules of the NYSE for the issuance of the Common Shares issuable upon the
      conversion of the Convertible Preferred Shares and (iii) September 22,
      2008.

     

    (3)           
      The Purchaser agrees that in exercising their rights under Section 5.b. of
      the
      Certificate of Designation, the Purchaser and its Affiliates and successors
      in
      interest shall comply with all requirements as to the composition of the Board
      set forth in the Trust Agreement, including any certificates of designation,
      and
      the bylaws of the Company. The Company agrees that it shall not be governed
      by a
      Board with a composition that would prevent the holders of the Convertible
      Preferred Shares from exercising their rights under Section 5.b. of the
      Certificate of Designation as if such rights were then exercisable.

     

    Section
      7.3    NYSE
      Listing.

     

    (1)           
      The Company shall use its commercially reasonable efforts
      to have the Convertible Preferred Shares approved for listing on the NYSE as
      promptly as practical following the Closing Date and, if necessary, the Common
      Shares that may be issued in connection with accrued and unpaid dividends or
      make-whole premiums.

     

    (2)           
      In the event the Company does not (i) consummate the Rights Offering or (ii)
      obtain the approval of any shareholders that may be required by the rules of
      the
      NYSE for the issuance of the Common Shares issuable upon the conversion of
      the
      Convertible Preferred Shares, then upon the transfer of the Convertible
      Preferred Shares by the Purchaser to an unaffiliated third party, the Company
      will use its commercially reasonable efforts to obtain the listing of the Common
      Shares issuable upon the conversion of the Convertible Preferred Shares on
      the
      NYSE, to the extent permitted by the rules thereunder, or seek the approval
      of
      the shareholders that may be required by the rules of the NYSE for the issuance
      of the Common Shares issuable upon the conversion of the Convertible Preferred
      Shares.

     


    
      
        
        

      

      
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    Section
      7.4    Distributions
      Upon
      Redemption.  Upon redemption of the Purchaser’s Convertible
      Preferred Shares pursuant to the Rights Offering, the Company hereby confirms
      that the Purchaser is entitled to accrued and unpaid distributions at an annual
      rate of 11.0% (computed on the basis of a 360-day year consisting of twelve
      30-day months as provided in the Certificate of Designation) from the issue
      date
      thereof to, but excluding, the redemption date, whether or not declared by
      the
      Board, as set forth in the Certificate of Designation.

     

    Section
      7.5    Tax
      Allocations.  The Company shall allocate Net Income or Net Loss
      (i) in accordance with the Trust Agreement and (ii) in the same manner to the
      holders of both the Convertible Preferred Shares and the 4.40% Cumulative
      Perpetual Convertible Community Reinvestment Act Preferred Shares, Series
      A-1.

     

     

    ARTICLE
      VIII

    Indemnification

     

    Section
      8.1    Indemnification
      Generally.

     

    (1)           
      The Company shall indemnify the Purchaser and its Affiliates, and their
      respective directors, officers, shareholders and other equity holders, partners,
      members, attorneys, accountants, agents, advisors, representatives and employees
      and, as applicable, their respective heirs, successors and permitted assigns
      (each of the foregoing, in such capacity (as applicable), a “Purchaser Indemnified
      Party”) from and against any and all losses, damages, liabilities, fines,
      costs, claims, charges, actions, proceedings, demands, judgments, settlement
      costs and expenses of any nature whatsoever (including, without limitation,
      reasonable attorneys’ fees and out-of-pocket expenses), whether joint or several
      (any of the foregoing, a “Loss”) resulting
      from
      any breach of a representation, warranty or covenant by the Company. The
      Purchaser shall indemnify the Company and its Affiliates, and their respective
      directors, trustees, officers, shareholders and other equity holders, partners,
      members, attorneys, accountants, agents, advisors, representatives and employees
      and, as applicable, their respective heirs, successors and permitted assigns
      (each of the foregoing, in such capacity (as applicable), a “Company Indemnified
      Party”; each Company Indemnified Party and Purchaser Indemnified Party,
      an “Indemnified
      Party”) from and against any and all Losses resulting from any breach of
      a representation, warranty or covenant by the Purchaser.

     

                                   (2)           
      The Company shall indemnify the Purchaser Indemnified Parties from and against
      any and all Losses to which any such Indemnified Party may become subject,
      arising out of or in connection with the transactions contemplated by this
      Agreement, or any Proceeding, including, without limitation, any shareholder
      derivative claim or any claim by a holder of Common Shares resulting from the
      allocation of "phantom income" to such holder as a result of the provisions
      of
      Section 7.5 of this Agreement, relating to any of the foregoing, regardless
      of
      whether any such Indemnified Party is a party thereto, only to the extent such
      matter is initiated by a third party or results from a matter initiated by
      a
      third party, and to reimburse each such Indemnified Party upon demand for any
      reasonable legal or other expenses incurred in connection with investigating
      or
      defending any of the foregoing, provided that the foregoing 

     


    
      
        
        

      

      
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    indemnity
      will not, as to any Indemnified Party, apply to Losses to the extent they are
      found in a final, non-appealable judgment of a court of competent jurisdiction
      to have resulted primarily from the willful misconduct or gross negligence
      of
      such Indemnified Party (provided that breaches of fiduciary duty themselves
      will
      be deemed not to constitute willful misconduct or gross negligence per se for
      purposes of this Section 8.1(2) unless there is an express finding by such
      court
      that said breach of fiduciary duty was the result of willful misconduct or
      gross
      negligence). Notwithstanding any other provision of this Agreement, no
      Indemnifying Party shall be liable for any indirect, special, punitive or
      consequential damages in connection with this Agreement, the Convertible
      Preferred Shares or Common Shares issuable upon conversion thereof or any
      related transaction or any Proceeding relating to any of the foregoing. The
      Company shall not be liable for any settlement of any Proceeding effected
      without the Company’s prior written consent (which consent shall not be
      unreasonably withheld or delayed or conditioned), but if settled with the
      Company’s prior written consent, or if there is a final judgment against an
      Indemnified Party in any such Proceeding, the Company  agrees to
      indemnify and hold harmless each Indemnified Party in the manner set forth
      above.

     

    Section
      8.2    Indemnification
      Procedures
      For Third-Party Claims.

     

    If
a
      claim by a third party
      (including claims for
      breaches of fiduciary duties) is made against an Indemnified Party
and
      such Indemnified Party intends to seek indemnity with
      respect thereto from the Company (in the case of a Purchaser Indemnified Party
      seeking such indemnity) or the Purchaser (in the case of a Company Indemnified
      Party seeking indemnity) (each of the Company or the Purchaser, as the case
      may
      be, in such capacity, an “Indemnifying
      Party”), such
      Indemnified Party shall give notice in writing as promptly as reasonably
      practicable to such Indemnifying Party of any Proceeding commenced against
      or by
      it in respect of which indemnity may be sought hereunder, but failure to so
      notify such Indemnifying Party shall not relieve such Indemnifying Party from
      any liability that it may have on account of this Article VIII, so long as
      such
      failure shall not have materially prejudiced the position of such Indemnifying
      Party.  Upon such notification, the Indemnifying Party shall assume
      the defense of such Proceeding brought by a third party, and, after such assumption,
      the Indemnified Party shall
      not be entitled to reimbursement of any expenses thereafter incurred by it in
      connection with such Proceeding, except as described
      below.  In any such Proceeding, any Indemnified Party shall have the
      right to retain its own counsel (including local counsel), but the fees and
      expenses of such counsel shall be at the expense of such Indemnified Party
      unless (i) the Indemnifying Party shall have failed to promptly assume and
      thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified
      Party shall have mutually agreed to the contrary,  (iii) in the
      reasonable determination of counsel for the Indemnified Party, representation
      of
      such Indemnified Party by counsel obtained by the Indemnifying Party would
      be
      inappropriate due to actual or potential conflicting interests between such
      Indemnified Party and any other party represented by such counsel in such
      proceeding. No Indemnifying Party, in the defense of a third-party claim,
      shall, except with the
      consent of the Indemnified Party, consent to entry of any judgment or enter
      into
      any settlement that does not include as an unconditional term thereof the giving
      by the claimant or plaintiff to such Indemnified Party of a release from all
      liability in respect of such claim.  The Indemnifying Party shall not
      be liable for any settlement of any Proceeding effected without its written
      consent (which shall not be unreasonably withheld, delayed or conditioned
      by such



    
      
        
        

      

      
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    Indemnifying
      Party), but if settled with such consent or if there be final judgment for
      the
      plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from
      and
      against any Loss by reason of such settlement or judgment. The Indemnifying
      Party will advance expenses to an Indemnified Party as reasonably incurred
      so
      long as such indemnified party shall have provided the indemnifying party with
      a
      written undertaking to reimburse the indemnifying party for all amounts so
      advanced if it is ultimately determined that the indemnified party is not
      entitled to indemnification hereunder (which shall include breaches of fiduciary
      duty if permitted above).

     

               
      Section 8.3    Survival
      of Representations,
      Warranties and Covenants.  

     

               
      All representations and warranties
      and covenants contained in this Agreement or made in writing by
      or on behalf of
      the Company or the
Purchaser in
      connection
      with the transactions contemplated by this Agreement shall survive, for
      the duration of any statutes of limitation applicable thereto, the execution
      and
      delivery of this Agreement, any investigation at any time made by the Company,
      the Purchaser or on such party’s behalf, the purchase of the Convertible
      Preferred Shares by the Purchaser under this Agreement and any disposition
      of or
      payment on the Convertible Preferred Shares.  All statements contained in
      any certificate or other instrument delivered to the Purchaser or the Company by
      or on behalf of the Company or
      the Purchaser pursuant to this
Agreement shall
      be deemed
      representations and warranties of the Company or the Purchaser,
      respectively, under this
Agreement.  

     

    ARTICLE
      IX

    Miscellaneous

     

    Section
      9.1    Expenses
      and
      Taxes.

     

    (1)           
      Each party to this Agreement shall bear its own respective costs and expenses
      incurred in connection with the preparation, execution and delivery of this
      Agreement and the agreements and transactions contemplated hereby, except that
      the Company shall reimburse the Purchaser for its reasonable legal fees and
      disbursements incurred in connection with the negotiation and documentation
      of
      the purchase of the Convertible Preferred Shares.

     

    (2)           
      All transfer, stamp (including documentary stamp taxes, if any), and other
      similar taxes (including, in each case, any penalties, interest or additions
      thereto) with
      respect to the initial purchase and sale of the Convertible Preferred Shares,
      shall be borne by the Company.

     

    
                     
        Section 9.2    Further
        Assurances. 

       

      Each
        Purchaser and the Company
shall
        duly execute and deliver, or
        cause to be duly executed and delivered, at its own cost and expense, such
        further instruments and documents and to take all such action, in each case
        as
        may be necessary or proper in the reasonable judgment of each Company or
        the Purchaser,
        respectively, upon the reasonable advice of counsel, to carry out the provisions
        and purposes of this Agreement and the other Documents.

    

    
 

    
      
        
        

      

      
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    Section
      9.3    Securities
      Law Disclosure;
      Public Announcement.

     

    The
      Company shall issue a current report on Form 8-K within the time periods
      required thereby disclosing the material terms of the transactions contemplated
      hereby and attaching this Agreement and the Registration Rights Agreement as
      exhibits thereto. Except as set forth below, no public release or announcement
      concerning the transactions contemplated hereby shall be issued by the
      Company  or any of its Subsidiaries without the prior consent of the
      Purchasers (which consents shall not be unreasonably withheld), except as such
      release or announcement may be required by law or the applicable rules or
      regulations of any securities exchange or securities market, in which case
      the
      Company  shall allow the Purchaser to the extent reasonably
      practicable under the circumstances, reasonable time to comment on such release
      or announcement in advance of such issuance.

     

    Section
      9.4    No
      Third-Party
      Beneficiaries.

     

    Except
      as
      expressly provided herein, this Agreement shall not confer any rights or
      remedies upon any Person other than the parties hereto and their respective
      successors and permitted assigns.

     

    Section
      9.5    Entire
      Agreement.

     

    This
      Agreement and the other Documents constitute the entire agreement among the
      parties hereto and supersede any prior understandings, agreements or
      representations by or among such parties, written or oral, that may have related
      in any way to the subject matter of any Document.

     

    Section
      9.6    Successors
      and
      Assigns.

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.  The Company
      may not assign either this Agreement or any of its rights, interests, or
      obligations hereunder without the prior written approval of the Purchaser.
      This
      Agreement and the rights (excluding those rights provided under Sections 7.1,
      9.1 and 9.3) and obligations (excluding those obligations provided under Section
      2.1 ) of the Purchaser hereunder shall be binding upon and inure to the benefit
      of any and all Persons to whom the Purchaser transfers any Convertible Preferred
      Shares on or prior to 60 days after consummation of the Rights Offering, in
      each
      case with the same force and effect as if the foregoing Persons were named
      herein as Purchaser parties hereto; provided, that any such transferee of the
      Convertible Preferred Shares has executed and delivered to the Company an
      Instrument of Accession in the form of Exhibit E. References
      herein to Convertible Preferred Shares sold by the Company and purchased by
      the
      Purchaser shall be deemed to include Convertible Preferred Shares held or owned
      by any transferees of the Purchaser, and references to the Purchaser herein
      (including, without limitation, such references contained in Article VIII)
      shall
      be deemed to include such transferees.  Notwithstanding the foregoing,
      the Purchaser may not transfer or assign any of its rights or obligations
      hereunder or the Convertible Preferred Shares in violation of the provisions
      of
      the Trust Agreement and Certificate of Designation (including the restrictive
      legends contained therein) or in violation of the Securities Act or any


     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    other
      manner that would have resulted in a requirement to register the Convertible
      Preferred Shares purchased on the date hereof.

     

    Section
      9.7    Counterparts.

     

    This
      Agreement may be executed in one or more counterparts (including via facsimile
      or similar instantaneous electronic transmission devices pursuant to which
      the
      signature of or on behalf of such party can be seen), each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

     

    Section
      9.8    Notices.

     

    All
      notices, requests, demands, claims and other communications hereunder shall
      be
      in writing and shall be deemed to have been duly given if delivered personally,
      telecopied, sent by internationally-recognized overnight courier or mailed
      by
      registered or certified mail (return receipt requested), postage prepaid, to
      the
      parties at the following addresses (or at such other address for a party as
      shall be specified by like notice):

     

    If
      to the
      Company, to:

     

    Centerline
      Holding Company

    625
      Madison Avenue

    New
      York,
      NY 10022

    Telephone:  (212)
      317-5700

    Telecopy:   (212)
      593-5794

    Attention:  General
      Counsel

    


    with
      a
      copy to:

     

    Paul,
      Hastings, Janofsky & Walker LLP

    75
      East
      55th Street

    New
      York,
      NY  10022

    Telephone:  (212)
      318-6000

    Telecopy:   (212)
      319-4090

    Attention:  Michael
      L. Zuppone, Esq.

    


     

    If
      to the
      Purchaser, to:

     

    Related
      Special Assets LLC

    60
      Columbus Circle

    New
      York,
      NY 10023

    Telephone:  (212)
      421-5333

    Telecopy:   (212)
      801-1003

    Attention:  Jeff
      T. Blau


    
      
        
        

      

      
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    with
      a
      copy to:

     

    Reed
      Smith LLP

    599
      Lexington Avenue, 38th Floor

    New
      York,
      NY  10022

    Telephone:  (212)
      549-0408

    Telecopy:   (212)
      659-0101

    Attention:  Mark
      G. Pedretti, Esq.

    


     

    All
      such
      notices and other communications shall be deemed to have been given and received
      (i) in the case of personal delivery, on the date of such delivery, (ii) in
      the
      case of delivery by telecopy, on the date of such delivery, (iii) in the case
      of
      delivery by internationally-recognized overnight courier, on the third Business
      Day following dispatch and (iv) in the case of mailing, on the seventh Business
      Day following such mailing.

     

    Section
      9.9    Governing
      Law.

     

    This
      agreement shall be governed by and construed in accordance with the internal
      laws of the state of New York, without regard to the principles of conflicts
      of
      laws thereof.

     

    Section
      9.10    Submission
      to
      Jurisdiction.

     

    Except
      as
      otherwise set forth
      in this Section 9.10, no claim under this Agreement by a party against the
      other
      party may be
      commenced, prosecuted or continued in any court other than the courts of the
      State of New York located in the City and County of New York or in the United
      States District Court for the Southern District of New York located in the City
      and
      County of New York,
      which courts shall have exclusive jurisdiction over
      the
      adjudication of such matters, and the parties hereto consent to personal
      jurisdiction, service and venue in any court in which any claim arising out
      of
      or in any way relating to this Agreement is brought by any third party against
      the Company or any Indemnified Party.  The parties hereto agree that a
      final judgment in any such action, proceeding or counterclaim brought in any
      such court shall be conclusive and binding upon the parties and may be enforced
      in any other courts in the jurisdiction of which the parties is or may be
      subject, by suit upon such
      judgment.

     

    Section
      9.11    Specific
      Performance.

     

    The
parties
hereto
acknowledge
      that there would be no
      adequate remedy at law if any party fails to perform any of its
obligations hereunder, and accordingly agree that each party, in addition
      to any other remedy to which it may be entitled at law or in equity, shall
      be
      entitled to compel
      specific performance of the obligations of any other party under this Agreement
      in accordance with the terms and conditions of this Agreement and immediate injunctive
      relief, without the necessity of proving the inadequacy of money damages as
      a
      remedy, in any court of the United States or any State thereof having
      jurisdiction.

     


    
      
        
        

      

      
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    Section
      9.12    Amendments
      and
      Waivers. 

     

    No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by both parties hereto.  No
      waiver by any party of any default, misrepresentation, or breach of representation,
      warranty or covenant
      hereunder, whether intentional or not, shall be deemed to extend to any prior
      or
      subsequent default, misrepresentation, or breach of representation, warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence.  No such waiver
      shall be effective unless signed by the party against which the waiver is to
      be
      effective.

     

    Section
      9.13    Incorporation
      of Schedules
      and Exhibits. 

     

    The
      Annex, Schedules
      and Exhibits identified in this Agreement are incorporated herein by reference
      and made a part hereof.

     

    Section
      9.14    Construction. 

     

    Where
      specific language is used to clarify by example a general statement contained
      herein, such specific language shall not be deemed to modify, limit or restrict
      in any manner the construction of the general statement to which it
      relates.  The use in this Agreement of the term “including” means
“including,
      without
      limitation.”  The language used in this Agreement shall be
      deemed to be the language chosen by the parties to express their mutual intent,
      and no rule of strict construction shall be applied against any
      party.

     

    Section
      9.15    Interpretation. 

     

    Unless
      otherwise indicated, references
      to
“$”
are
      references to the U.S.
dollar.  Accounting
      terms used but not otherwise defined herein shall have the meanings
      given to them
      under GAAP.  As used in this Agreement (including all Annexes, Schedules,
      Exhibits and
      amendments hereto), the masculine, feminine and neuter gender and the singular
      or plural number shall be deemed to include the others whenever the context
      so
      requires.  References to Articles and Sections refer to articles and
      sections of this Agreement.  Similarly, references to Annexes, Schedules and Exhibits
      refer to schedules and exhibits, respectively, attached to this
      Agreement.  Unless the
      content requires otherwise, words such as “hereby,”
“herein,”
“hereinafter,”
“hereof,”
“hereto,”
“hereunder”
and
      words of like import refer to this
Agreement.  The
      article and section headings contained in this Agreement are inserted for convenience
      only and
      shall not affect in any way the meaning or interpretation of this
Agreement.

     

    Section
      9.16    Severability.
      

     

    It
is
      the desire and intent of the parties
      that the provisions of this Agreement be enforced to the fullest
      extent
      permissible under the Laws and public policies applied
      in each
      jurisdiction in which
      enforcement is
      sought.  Accordingly, if any particular provision of this
Agreement shall be
      adjudicated by a court of competent jurisdiction to be invalid, prohibited
      or
      unenforceable for any reason, such provision, as to such jurisdiction, shall
      be
      ineffective, without invalidating the remaining provisions of this
Agreement or affecting the
      validity or enforceability of this Agreement or affecting the validity
      or
      enforceability of such provision in any other
      jurisdiction.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Notwithstanding the foregoing, if such provision could
      be more
      narrowly written so as not to be invalid, prohibited or unenforceable in such
      jurisdiction, it shall, as to such jurisdiction, be deemed to be so narrowly
      written, to the minimum extent necessary to prevent the rendering of such
      provision from being invalid or unenforceable, without invalidating
      the
      remaining provisions of this Agreement or affecting the validity or
      enforceability of such provision in any other jurisdiction.


    Section
      9.17    Waiver
      of Jury
      Trial.

     

    EACH
      OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
      ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT
      OR ANY OTHER DOCUMENT.

     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      undersigned have executed this Agreement as of the date first above
      written.

     

    
      
        	 	CENTERLINE
                HOLDING
                COMPANY	 
	 	 	 
	 	 	 
	
                 

              	
                By:

              	/s/           
                Marc D. Schnitzer	 
	 	 	
                Name:

              	Marc
                D. Schnitzer	 
	 	 	
                Title:

              	President
                and Chief Executive Officer	 


      

    

    
       

       

       

      
        	 	RELATED
                SPECIAL ASSETS
                LLC	 
	 	 	 
	 	By:	The
                Related Realty Group, Inc., its manager	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/          
                Jeff T. Blau	 
	 	 	
                Name:  
                    Jeff T. Blau

              	 
	 	 	
                Title:    
                    President

              	 


      

    

    


    
       

       

    

    


     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      I

     

    CERTAIN
      DEFINITIONS

     

    “Assets”
means,
      with respect to any
Person, all of the assets,
      rights, interests and other properties, real, personal and mixed, tangible
      and
      intangible, owned by such Person.

     

    “Business
      Day” means any day that is
      not a
Saturday,
Sunday,
      legal holiday or
      other day on which banks are required to be closed in New York, New York.

     

    “Credit
      Agreement” means the Revolving Credit
      and
      Term Loan Agreement, dated as of December 27, 2007, by and among the Company
      and
      Centerline Capital Group Inc., as Borrowers named therein, and certain entities
      named therein as Guarantors, Bank of America, N.A. and other entities party
      thereto from time to time as lenders, and Bank of America, N.A., as Swingline
      Lender and as Administrative Agent on behalf of the Lenders, as the same may
      be
      amended from time to time.

     

    “Documents”
means
      this Agreement, the
      Registration Rights Agreement and the Certificate
      of
      Designation, collectively.

     

    “Exchange
      Act” means the Securities Exchange
      Act of 1934, as amended, and the
      rules and regulations promulgated thereunder.

     

    “Fundamental
      Documents” means, with
      respect to a corporation, the charter and bylaws (each as amended) or, with
      respect to any other Person, the documents by which
      such
Person (other than an
      individual) establishes its legal existence or which govern its internal
      affairs.

     

    “GAAP”
means,
      at any time, generally accepted
      accounting principles in the jurisdiction in which the Person to which such principles
      are applied is
      organized at such time.

     

    “Governmental
      Entity” means any court,
      administrative agency or commission or other governmental authority or
      instrumentality, domestic or foreign, federal, state or
      local.

     

    “Law”
means
      any constitution, law, statute,
      treaty, rule, directive, requirement or regulation or Order, domestic or foreign,
      of any
Governmental Entity or any
      rules or regulations of any self-regulatory organization. 

     

    “Lien”
means
      any security interest, pledge,
      bailment (in the nature of a pledge or for purposes of security), mortgage,
      deed
      of trust, the grant of a power to confess judgment, conditional sale,
      trust receipt or other title retention agreement (including any lease in the
      nature thereof), lien, charge, encumbrance, claim, equity, easement,
      reservation, restriction, cloud, right of first refusal or first offer, option,
      equity or adverse claim or other
      similar arrangement or interest in real or personal
      property.

     

     “Order”
means
      any order, writ, judgment,
      injunction, decree, determination or award issued by a Governmental
      Entity.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Person”
means
      any individual, corporation,
      partnership, limited liability company, trust, estate, or unincorporated
      organization, or other entity or Governmental Entity or other juridical
      entity.

     

     “Proceeding”
means
      any
      action, suit, claim, inquiry, investigation or proceeding by or before any
      Governmental Entity.

     

    “Securities
      Act” means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Subsidiary”
means
      any
      entity in which the Company  directly or indirectly, through one or
      more intermediaries, (a) holds beneficially or of record securities that
      would entitle the Company  to exercise 50% or more of the votes that
      could be cast in the election of members to the board of directors, board of
      managers or other governing body of such entity, or (b) possesses, directly
      or indirectly, power (whether through the ownership of voting securities or,
      through membership on the board of directors, managers or other governing body,
      by contract (including, without limitation, a limited partnership agreement
      or
      general partnership agreement) or otherwise) to direct or cause the direction
      of
      the management and policies of such entity.

     

    


     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5.10

     

    On
      January 18, 2008, Peggy H. Off, on behalf of herself and all others similarly
      situated, and derivatively on behalf of Centerline Holding Company filed with
      the Court of Chancery of the state of Delaware a civil action against Stephen
      M.
      Ross, Marc D. Schnitzer, Leonard W. Cotton, Jeff T. Blau, Robert J. Dolan,
      Robert A. Meister, Nathan Gantcher, Jerome Y. Halperin, Robert L. Loverd, Janice
      Cook Roberts, Thomas W. White and the Related Companies, LP and Centerline
      Holding Company.  The litigation is pending as of the date
      hereof.

     

    On
      January 18, 2008, Mark K. Goldstein, on behalf of himself and all others
      similarly situated, filed with the U.S. District Court for the Southern District
      of New York a civil action against Centerline Holding Company, Marc D.
      Schnitzer, Robert L. Levy, Jeff. T. Blau and Stephen M. Ross. The litigation
      is
      pending as of the date hereof.

     

    On
      January 18, 2008, Donald Kramer filed a civil action in the Supreme Court of
      the
      State of New York naming Centerline Holding Company as a nominal defendant.
      The
      litigation is pending as of the date hereof.

     

    


     

     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5.11

     

    The
issuance
      of the Common Shares
      underlying the Convertible Preferred Shares will be subject to the consummation
      of the Rights Offering and, if the Rights Offering is not consummated, a vote
      of
      the Company’s common shareholders.

     

    The
transaction
      contemplated by this
Agreement requires the
      listing of the Convertible Preferred Shares on the NYSE and
      the Common Shares issuable upon the conversion
      of the
Convertible Preferred Shares; provided that NYSE approval
      has been obtained subject to
      consummation of the Rights Offering.

     

    The
      Company is required to file a
      registration statement to register the Convertible Preferred Shares and a prospectus supplement
      for the
Convertible Preferred Shares to be issued in the Rights
      Offering.

     

    


     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5.12

     

    On
      January 18, 2008, Peggy H. Off, on behalf of herself and all others similarly
      situated, and derivatively on behalf of Centerline Holding Company filed with
      the Court of Chancery of the state of Delaware a civil action against Stephen
      M.
      Ross, Marc D. Schnitzer, Leonard W. Cotton, Jeff T. Blau, Robert J. Dolan,
      Robert A. Meister, Nathan Gantcher, Jerome Y. Halperin, Robert L. Loverd, Janice
      Cook Roberts, Thomas W. White and the Related Companies, LP and Centerline
      Holding Company.  The litigation is pending as of the date
      hereof.

     

    On
      January 18, 2008, Mark K. Goldstein, on behalf of himself and all others
      similarly situated, filed with the U.S. District Court for the Southern District
      of New York a civil action against Centerline Holding Company, Marc D.
      Schnitzer, Robert L. Levy, Jeff. T. Blau and Stephen M. Ross. The litigation
      is
      pending as of the date hereof.

     

    On
      January 18, 2008, Donald Kramer filed a civil action in the Supreme Court of
      the
      State of New York naming Centerline Holding Company as a nominal defendant.
      The
      litigation is pending as of the date hereof.

     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5.23

     

    Bear
      Stearns was retained in connection with Project Spinnaker and is advising the
      Company in connection with the issuance of the Convertible Preferred Shares
      and
      the Rights Offering.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    


      CERTIFICATE
        OF DESIGNATION

      of

      11.0%
        CUMULATIVE CONVERTIBLE PREFERRED SHARES, SERIES A-1

      of

      CENTERLINE
        HOLDING COMPANY

       

      Pursuant
        to the Second Amended and Restated Trust Agreement of

       

      Centerline
        Holding Company, dated as of November 17, 2003, as amended by Amendment
        No. 1 thereto, dated as of September 20, 2005, as further amended by
        Amendment No. 2 thereto, dated as of November 30, 2005, as further amended
        by
        Amendment No. 3 thereto, dated as of June 13, 2006, and as further amended
        by
        Amendment No. 4 thereto, dated as of April 2, 2007 (the “Trust
        Agreement”).

       

      CENTERLINE
        HOLDING COMPANY is a Delaware statutory trust created and existing under
        the
        Delaware Statutory Trust Act (the “Company”),
        and

       

      DOES
        HEREBY CERTIFY:

       

      That
        pursuant to the authority expressly vested in the board of trustees of the
        Company (the “Board”) by the
        Trust
        Agreement, the Board duly adopted on January 17, 2008, resolutions providing
        for
        the creation of a class of Preferred Shares of the Company, with substantially
        (i) the designations, powers, preferences, (ii) the relative, participating,
        optional or other special rights, and (iii) the qualifications, limitations
        or
        restrictions set forth below (in addition to those set forth in the Trust
        Agreement).  Capitalized terms used herein, but not otherwise defined
        herein, shall have the respective meanings ascribed to them in the Trust
        Agreement.  The Board formed a Rights Offering Committee of the Board
        (the “Rights Offering
        Committee”) and delegated to the Rights Offering Committee the authority
        to make changes to such form of Certificate of Designation.  The
        Rights Offering Committee, pursuant to resolutions duly adopted on January
        25,
        2008, approved certain changes to the form of Certificate of Designation
        and
        approved the adoption of this Certificate of Designation with the terms set
        forth below and directed that this Certificate of Designation be attached
        as an
        appendix to the Trust Agreement.

       

      1.           
        DESIGNATION AND
        AMOUNT.  The shares of such class of Preferred Shares shall be
        designated “11.0% Cumulative Convertible Preferred Shares, Series A-1” (the
“11.0% Cumulative
        Convertible Preferred Shares,” which shall include the Original 11.0%
        Cumulative Convertible Preferred Shares (as defined below) and the Additional
        11.0% Cumulative Convertible Preferred Shares (as defined below)) and, subject
        to the Trust Agreement, the number of shares constituting such class shall
        be as
        determined from time to time by the Board.  The Company may, from time
        to time, issue additional 11.0% Cumulative Convertible Preferred Shares and
        has
        issued, and may from time to time issue, other securities that are on parity
        with the 11.0% Cumulative Convertible Preferred Shares with respect to the
        payment of distributions and rights upon the Company’s liquidation, dissolution
        or winding up, which includes, but is not limited to, additional already
        issued
        and currently outstanding 4.40% Cumulative Perpetual Convertible Community
        Reinvestment Act Preferred Shares, Series A-1 (the “Cumulative Perpetual
        Convertible CRA Shares”).

       


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      The
        Company may issue additional 11.0% Cumulative Convertible Preferred Shares
        (“Additional 11.0%
        Cumulative Convertible Preferred Shares”) under this Certificate of
        Designation from time to time after the original issuance (the “Original Issuance
        Date”) of shares of 11.0% Cumulative Convertible Preferred Shares (such
        shares issued on the Original Issuance Date, the “Original 11.0%
        Cumulative
        Convertible Preferred Shares”), including in connection with the Rights
        Offering (as defined below).  The Additional 11.0% Cumulative
        Convertible Preferred Shares and the Original 11.0% Cumulative Convertible
        Preferred Shares will be treated as a single class and series for all purposes
        of this Certificate of Designation, including, without limitation, for purposes
        of voting, waivers, amendments, redemptions and offers to purchase.

       

      2.           
        DISTRIBUTIONS,
        EARNINGS AND TAX ALLOCATIONS.

       

      a.           
        Distributions.  Except
        as set forth in Section 2.b. and subject to the provisions of 2.g, the Company
        shall pay, when, as and if, declared, out of funds legally available therefor,
        cumulative preferential cash distributions on each Cumulative Convertible
        Preferred Share at the annual rate of 11.0% (equivalent initially to $1.287
        per
        share per year), as may be adjusted pursuant to Section 2.h, computed on
        the
        basis of a 360-day year consisting of twelve 30-day months (such annual rate,
        the “Dividend
        Rate”), based on the initial liquidation amount of $11.70 per share (such
        per share amount, as adjusted, the “Liquidation
        Preference”).  The initial distribution and any distribution
        payable on 11.0% Cumulative Convertible Preferred Shares for any other partial
        distribution period will be prorated for the period of time the 11.0% Cumulative
        Convertible Preferred Shares are outstanding during the applicable
        period.  Distributions on the 11.0% Cumulative Convertible Preferred
        Shares shall be cumulative from the date of issuance (the “Issue Date”), shall
        be payable for each calendar quarter in arrears on the following dates of
        each
        year: January 31, April 30, July 31 and October 31 and any accumulated and
        unpaid distribution will be added to the Liquidation Preference on each
        Distribution Payment Date if not declared and paid in cash on such Distribution
        Payment Date, such that such accumulated and unpaid distributions will
        effectively compound each quarter; provided, however, that if any such date
        is
        not a business day, the applicable distribution will be made on the next
        succeeding business day in respect of the immediately preceding calendar
        quarter
        ending December 31, March 31, June 30, and September 30, respectively (each
        such
        date, a “Distribution
        Payment Date”).

       

      b.           
        Initial
        Distribution.  Pursuant to the terms of Section 2.a., the
        initial quarterly distribution payable on the 11.0% Cumulative Convertible
        Preferred Shares shall be equal to the quarterly distribution otherwise payable
        on such shares, prorated for the period from the date of issuance of the
        11.0%
        Cumulative Convertible Preferred Shares to the end of the calendar quarter
        in
        which the 11.0% Cumulative Convertible Preferred Shares were
        issued.

       

      c.           
        Record
        Date.  Distributions will be payable to holders of record of
        the 11.0% Cumulative Convertible Preferred Shares as they appear in the
        Company’s transfer records at the close of business on the applicable record
        date, which shall be the last day of the calendar quarter (whether or not
        a
        business day) prior to the applicable Distribution Payment Date or such other
        date designated by the Board for the payment of distributions that is not
        more
        than 31 nor less than 10 days prior to such Distribution Payment Date (each,
        a
“Distribution Record
        Date”).

       


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      d.           
        Distribution
        Priorities.

       

      i.         
        If any 11.0% Cumulative Convertible Preferred Shares are outstanding, except
        as
        permitted in the next sentence, no full distributions shall be declared,
        paid or
        set apart for payment on any of the Company’s shares ranking, as to the payment
        of distributions or rights upon the Company’s liquidation, dissolution or
        winding up on a parity with or junior to the 11.0% Cumulative Convertible
        Preferred Shares for any period unless full cumulative distributions have
        been
        or contemporaneously are declared and paid, or declared and a sum sufficient
        for
        the payment thereof irrevocably set apart for such payment, on the 11.0%
        Cumulative Convertible Preferred Shares for all past distribution periods
        and
        the then current distribution period.  When distributions are not paid
        in full (or a sum sufficient for such full payment is not so irrevocably
        set
        apart) upon the 11.0% Cumulative Convertible Preferred Shares and any other
        Preferred Shares ranking, as to distributions, on a parity with the 11.0%
        Cumulative Convertible Preferred Shares, including, without limitation, the
        Cumulative Perpetual Convertible CRA Shares, all distributions declared upon
        the
        11.0% Cumulative Convertible Preferred Shares and such other Preferred Shares,
        including, without limitation, the Cumulative Perpetual Convertible CRA Shares,
        shall be declared pro
        rata so that the amount of distributions declared for each 11.0%
        Cumulative Convertible Preferred Share and each such other Preferred Shares,
        including, without limitation,
        the
Cumulative Perpetual Convertible CRA Shares, shall in all
        cases bear to each
        other the same ratio that accumulated and unpaid distributions for each 11.0%
        Cumulative Convertible Preferred Share and such other Preferred Shares (which
        shall not include any accumulation in respect of unpaid distributions for
        prior
        distribution periods if such other Preferred Shares are not entitled to a
        cumulative distribution) bear to each other.

       

      ii.         
        Except as provided herein, including the payment of distributions on Preferred
        Shares ranking, as to distributions, on a parity with the 11.0% Cumulative
        Convertible Preferred Shares as provided in the second sentence of Section
        2.d.i., unless full cumulative distributions on the 11.0% Cumulative Convertible
        Preferred Shares have been or contemporaneously are declared and paid, or
        declared and a sum sufficient for the payment thereof irrevocably set apart
        for
        payment for all past distribution periods and the then current distribution
        period, no distributions (other than in any of the Company’s shares ranking, as
        to distributions and rights upon the Company’s liquidation, dissolution and
        winding up, junior to the 11.0% Cumulative Convertible Preferred Shares)
        shall
        be declared or paid or set apart for payment, nor shall any other distribution
        be made, upon any of the Company’s shares ranking, as to distributions or rights
        upon the Company’s liquidation, dissolution and winding up, on a parity with or
        junior to the 11.0% Cumulative Convertible Preferred Shares, nor shall any
        of
        the Company’s shares ranking, as to the payment of distributions or rights upon
        the Company’s liquidation, dissolution or winding up, on a parity with or junior
        to the 11.0% Cumulative Convertible Preferred Shares be redeemed, purchased
        or
        otherwise acquired for any consideration (nor shall any moneys be paid to
        or
        made available for a sinking fund for the redemption of any such shares)
        by the
        Company or any of the Company’s Affiliates (except by conversion into or
        exchange for other of the Company’s Shares ranking, as to the payment of
        distributions and rights upon the Company’s liquidation, dissolution or winding
        up junior to the 11.0% Cumulative Convertible Preferred Shares).

       


      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

                                                     
        

                                                     
        e.          Accumulated
        Distributions.  Distributions on the 11.0% Cumulative
        Convertible Preferred Shares will accumulate, whether or not there are funds
        legally available for the payment thereof and whether or not they are declared,
        and accumulated but unpaid distributions will accumulate as of the Distribution
        Payment Date on which they first become payable.  Any distribution
        payment made on the 11.0% Cumulative Convertible Preferred Shares shall first
        be
        credited against the earliest accumulated but unpaid distribution due with
        respect to such Shares that remains payable at the time of such distribution
        payment.

       

      f.           
        Compliance with
        Law.  No distributions on the Convertible Preferred Shares will
        be authorized by the Board or paid or set apart for payment if such
        authorization, payment or setting apart for payment would violate any of
        the
        Company’s agreements or instruments, including, without limitation, the Credit
        Agreement (as defined below), as the same may from time to time be amended,
        or
        is restricted or prohibited by law.

       

      g.           
        Increase in Dividend
        Rate.  If the Company fails to consummate the Rights Offering
        (as defined below) or obtain any shareholder approval that may be required
        by
        the rules of the NYSE for the issuance of the Common Shares issuable upon
        the
        conversion of the 11.0% Cumulative Convertible Preferred Shares by September
        22,
        2008 and as a result such Common Shares may not be issued pursuant to the
        rules
        of the NYSE, then the Dividend Rate shall be increased to 15.0% notwithstanding
        a transfer of such 11.0% Cumulative Convertible Preferred Shares after the
        Issue
        Date, retroactive to the Issue Date, but only for so long as such Common
        Shares
        are not permitted to be issued pursuant to the rules of the NYSE and shall
        return to 11.0% upon the date such Common Shares may be issued, including,
        without limitation, upon a transfer of such 11.0% Cumulative Convertible
        Preferred Shares to a new shareholder under circumstances that permit the
        conversion of such 11.0% Cumulative Convertible Preferred Shares or upon
        the
        receipt of any such shareholder approval or Rights Offering or otherwise.
        If the
        Company fails to pay the redemption price on any Redemption Date (as defined
        below), then the Dividend Rate shall increase commencing on such Redemption
        Date
        on the 11.0% Cumulative Convertible Preferred Shares by 4.00% until such
        date
        that the redemption price is paid or funds sufficient for the payment of
        such
        redemption price are irrevocably deposited in trust by the Company pursuant
        to
        Section 3 below.

       

      3.           
        REDEMPTION.

       

      a.           
        Call
        Redemption.  Except as provided in Sections 3.a.i. and 3.a.ii.
        below, the 11.0% Cumulative Convertible Preferred Shares are not redeemable
        by
        the Company at any time prior to the Final Redemption Date (as defined
        below).  Unless previously redeemed or converted as herein provided,
        the Company will redeem all 11.0% Cumulative Convertible Preferred Shares
        then
        outstanding at a per share amount equal to 100% of the Liquidation Preference
        plus an amount equal to any accumulated and unpaid distributions not included
        in
        the Liquidation Preference to, but excluding, the Final Redemption Date,
        on
        January, 25, 2018 (the “Final Redemption
        Date”).

       

      i.           
        The Company may redeem the Convertible Preferred Shares, in whole or in part,
        at
        a price per share equal to 100% of the Liquidation Preference plus an amount
        equal to any accumulated and unpaid distributions not included in the
        Liquidation Preference to the Redemption Date at any time on or after January
        31, 2013; provided that (A)

       


      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      


      the
        Closing Sale Price of the Common Shares multiplied by the Conversion Rate
        then
        in effect equals or exceeds 130% of the Liquidation Preference plus an amount
        equal to any accumulated and unpaid distributions not included in the
        Liquidation Preference for 20 Trading Days during any 30 consecutive Trading
        Day
        period ending after January 31, 2013 and (B) the Company has paid all
        accumulated and unpaid distributions on the Distribution Payment Date
        immediately preceding such Redemption Date.

       

      “Closing
        Sale Price”
means for all purposes of this Certificate of Designation, with respect
        to the
        Common Shares, on any date, the last reported per share sale price (or, if
        no
        last sale price is reported, the average of the last bid and ask prices or,
        if
        more than one in either case, the average of the average bid and the average
        ask
        prices) on such date as reported in composite transactions for the principal
        United States securities exchange on which the Common Shares are then listed,
        or
        if the Common Shares are not then listed on a United States national or regional
        exchange, as reported on the principal over-the-counter market on which the
        Common Shares are then traded or quoted.

       

      “Trading
        Day” means
        for all purposes of this Certificate of Designation, (i) if the Common Shares
        are listed or admitted for trading on any national or regional securities
        exchange, days on which such national or regional securities exchange is
        open
        for business, (ii) if the Common Shares are quoted on any system of automated
        dissemination of quotations of securities prices, days on which trades may
        be
        effected through such system, or (iii) if the Common Shares are not listed
        on a
        national or regional securities exchange or quoted on any system of automated
        dissemination of quotation of securities prices, days on which the Common
        Shares
        are traded regular way in the over-the-counter market and for which a closing
        bid and a closing asked price for the Common Shares are available.

       

      ii.           
        The Company shall redeem the Original 11.0% Cumulative Convertible Preferred
        Shares issued on the Original Issuance Date at a per share price equal to
        100%
        of the Liquidation Preference plus an amount equal to any accumulated and
        unpaid
        distributions not included in the Liquidation Preference to, but excluding,
        the
        Redemption Date with the net proceeds received by the Company from a single rights offering
        (the
“Rights
        Offering”) to holders of (i) the Company’s Common Shares (including any
        restricted Common Shares), vested options exercisable for Common Shares,
        Convertible Community Reinvestment Act Preferred Shares, Series A Convertible
        Community Reinvestment Act Preferred Shares, 4.40% Cumulative Perpetual
        Convertible Community Reinvestment Act Preferred Shares, Series A-1 and/or
        Special Preferred Voting Shares, and/or (ii) Special Common Units and/or
        Special
        Common Interests issued, respectively, by Centerline Capital Company LLC
        and
        Centerline Investors I LLC, Affiliates of the Company (collectively, the
“Trust Securities”),
        in each case other than the Original Purchaser, Stephen M. Ross, Jeff Blau,
        Related General II L.P. or any Affiliates of the foregoing (collectively,
        the
“Purchaser
        Group”), to subscribe for their pro rata share (assuming for this purpose
        that the Trust Securities held by the Purchaser Group are not outstanding)
        of
        11.0% Cumulative Convertible Preferred Shares; provided, that, for each 11.0%
        Cumulative Convertible Preferred Share, Series A-1 purchased in the Rights
        Offering, the Company shall redeem one Original 11.0% Cumulative Convertible
        Preferred Share initially purchased by Related Special Assets, LLC (the “Original Purchaser”)
        as promptly as practicable following the closing of the Rights Offering without
        regard to the notice provisions contained in Section 3(c) below.

       


      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      


      For
        purposes of this Section 3.a.ii. only, “Affiliates” shall not include officers,
        directors, trustees or employees of the Company or its Subsidiaries, other
        than
        Stephen M. Ross and Jeff Blau.

       

      For
        purposes of this Section 3.a.ii. only, “Subsidiaries” shall mean any entities in
        which the Company  directly or indirectly, through one or more
        intermediaries, (a) holds beneficially or of record securities that would
        entitle the Company  to exercise 50% or more of the votes that could
        be cast in the election of members to the board of directors, board of managers
        or other governing body of such entity, or (b) possesses, directly or
        indirectly, power (whether through the ownership of voting securities or,
        through membership on the board of directors, managers or other governing
        body,
        by contract (including, without limitation, a limited partnership agreement
        or
        general partnership agreement) or otherwise) to direct or cause the direction
        of
        the management and policies of such entities.

       

      b.           
        Source of
        Financing.  Except as provided in Section 3.a.ii., redemptions
        of the 11.0% Cumulative Convertible Preferred Shares may be financed using
        funds
        from any source.

       

      c.           
        Notice of
        Redemption.  Except as provided in Section 3(a)(ii) above,
        notice of redemption will be mailed not less than 20 nor more than 60 days
        prior
        to the date of redemption (the “Redemption Date”), to
        each holder of 11.0% Cumulative Convertible Preferred Shares to be redeemed,
        notifying such holder of the Company’s election to redeem such shares, stating
        (i) the Redemption Date, (ii) the redemption price, (iii) the number
        of  11.0% Cumulative Convertible Preferred Shares to be redeemed (and,
        if fewer than all the 11.0% Cumulative Convertible Preferred Shares are to
        be
        redeemed, the number of shares to be redeemed from such holder), (iv) the
        place(s) where the 11.0% Cumulative Convertible Preferred Shares are to be
        surrendered for payment, (v) that distributions on the 11.0% Cumulative
        Convertible Preferred Shares to be redeemed will cease to accumulate on such
        Redemption Date and (vi) the date upon which the holder’s conversion rights, if
        any, as to such 11.0% Cumulative Convertible Preferred Shares shall
        terminate.  If fewer than all of the 11.0% Cumulative Convertible
        Preferred Shares outstanding are to be redeemed, the 11.0% Cumulative
        Convertible Preferred Shares to be redeemed will be determined pro rata or by lot or in
        such
        other manner as prescribed by the Board.  Holders of Convertible
        Preferred Shares may continue to convert their 11.0% Cumulative Convertible
        Preferred Shares into Common Shares after receiving notice of redemption
        through
        the close of business on the Redemption Date in accordance with the provisions
        of Section 6 hereof.

       

      d.           
        Mechanics of
        Redemption.  On or after a Redemption Date, each applicable
        holder of 11.0% Cumulative Convertible Preferred Shares to be redeemed must
        present and surrender the certificate representing such 11.0% Cumulative
        Convertible Preferred Shares to the Company at the place designated in the
        applicable notice, duly endorsed, and thereupon the Company shall pay or
        cause
        to be paid the redemption price of such shares to or on the order of the
        person
whose name appears on such certificate as the owner
        thereof, and
        each certificate so surrendered will thereafter be canceled.  If fewer
        than all the shares represented by any such certificate are to be redeemed,
        the
        Company shall issue a new certificate representing the unredeemed
        shares.  A holder may notify the Company that its certificate or
        certificates have been lost, stolen or destroyed, and, upon execution of
        an
        agreement satisfactory to the Companyto indemnify the
        Company for any loss incurred by it in connection with such lost certificate
        or


       


      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      


      certificates
        or an indemnity bond (in the Company’s sole discretion), and assuming such
        holder’s compliance with the other provisions of this Section 3.d, such holder
        shall be entitled to receive the amounts contemplated by this Section
        3.d.  From and after such Redemption Date (unless the Company defaults
        in payment of the redemption price), all distributions on 11.0% Cumulative
        Convertible Preferred Shares called for redemption will cease to accumulate
        and
        all rights of the holders thereof, except the right to receive the redemption
        price thereof (including all accumulated and unpaid distributions to, but
        excluding, the Redemption Date), will cease and terminate and such shares
        may
        not thereafter be transferred (except with the Company’s consent) in the
        Company’s transfer records, and such shares shall not be deemed to be
        outstanding for any purpose whatsoever.

       

      e.           
        Deposit of Redemption
        Price.  At the Company’s election, the Company may, prior to
        the Redemption Date, irrevocably deposit the redemption price (including
        accumulated and unpaid distributions not included in the Liquidation Preference)
        of the 11.0% Cumulative Convertible Preferred Shares so called for redemption
        in
        trust for the holders thereof with a bank or trust company, in which case
        the
        Redemption Notice to holders of the 11.0% Cumulative Convertible Preferred
        Shares to be redeemed will (i) state the date of such deposit, (ii) specify
        the
        office of such bank or trust company as the place of payment of the redemption
        price and (iii) require such holders to surrender the certificates representing
        such shares at such place on or about, but not later than, the Redemption
        Date
        against payment of the redemption price (including all accumulated and unpaid
        distributions to such Redemption Date).  Any moneys so deposited which
        remain unclaimed by the holders of the Convertible Preferred Shares at the
        end
        of two years after the Redemption Date will be returned by such bank or trust
        company to the Company.

       

      f.           
        Voting Rights
        Upon
        Redemption/Conversion.  The voting rights granted to the
        holders of the 11.0% Cumulative Convertible Preferred Shares (see Section
        5
        hereof) will not apply if, at or prior to the time when the act with respect
        to
        which such vote would otherwise be required is effected, all outstanding
        11.0%
        Cumulative Convertible Preferred Shares have been converted, redeemed or
        called
        for redemption and sufficient funds shall have been irrevocably deposited
        in
        trust to effect such redemption.

       

      g.           
        Payment of Cumulative
        Distributions Prior to Redemption.  Except for a redemption
        pursuant to Section 3(a)(ii) above, notwithstanding anything in this Section
        3
        to the contrary, unless full cumulative distributions on the 11.0% Cumulative
        Convertible Preferred Shares have been or contemporaneously are declared
        and
        paid, or declared and sum sufficient for the payment thereof irrevocably
        set
        apart for payment for all past distribution periods and the then current
        distribution period, no Convertible Preferred Shares will be redeemed unless
        all
        outstanding 11.0% Cumulative Convertible Preferred Shares are simultaneously
        redeemed, provided, however, that the foregoing will not prevent the purchase
        or
        acquisition by the Company of 11.0% Cumulative Convertible Preferred Shares
        pursuant to a purchase or exchange offer made on the same terms to holders
        of
        all outstanding 11.0% Cumulative Convertible Preferred Shares.  In
        addition, except for a redemption pursuant to Section 3(a)(ii) above, unless
        full cumulative distributions on all outstanding 11.0% Cumulative Convertible
        Preferred Shares have been or contemporaneously are declared and paid, or
        declared and a sum sufficient for the payment thereof irrevocably set apart
        for
        payment for all past distributions periods and the then current distribution
        period, the Company may not purchase or otherwise acquire directly
        or  

       


      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      


      indirectly
        any 11.0% Cumulative Convertible Preferred Shares or any of the Company’s shares
        ranking, as to the payment of distributions or rights upon the Company’s
        liquidation, dissolution or winding up on a parity with or junior to the
        11.0%
        Cumulative Convertible Preferred Shares (except by conversion into or exchange
        for other of the Company’s Shares ranking, as to distributions and rights upon
        the Company’s liquidation, dissolution or winding up, junior to the 11.0%
        Cumulative Convertible Preferred Shares) provided, however, that the foregoing
        will not prevent the purchase or acquisition by the Company of 11.0% Cumulative
        Convertible Preferred Shares pursuant to a purchase or exchange offer made
        on
        the same terms to holders of all outstanding 11.0% Cumulative Convertible
        Preferred Shares.

       

      h.           
        Repurchase at
        Option
        of Holder Upon a Fundamental Change.

       

      i.         
        If a Fundamental Change (as defined below) occurs at any time prior to the
        Final
        Redemption Date, then each holder of 11.0% Cumulative Convertible Preferred
        Shares shall have the right, at such holder’s option, to require the Company to
        repurchase all of such holder’s 11.0% Cumulative Convertible Preferred Shares,
        or any portion thereof, for cash on a date designated by the Company (the
“Fundamental Change
        Repurchase Date”) that is not less than twenty (20) nor more than thirty
        (30) days after the date of the Fundamental Change Notice (as defined below)
        in
        respect of such Fundamental Change at a repurchase price per share equal
        to 100%
        of the Liquidation Preference of the 11.0% Cumulative Convertible Preferred
        Shares to be repurchased, plus an amount equal to any accumulated and unpaid
        distributions not included in the Liquidation Preference up to, but excluding,
        the Fundamental Change Repurchase Date.  Notwithstanding the
        foregoing, if a Fundamental Change Repurchase Date is after a Distribution
        Record Date but on or prior to the corresponding Distribution Payment Date,
        the
        Company will pay the full amount of accumulated and unpaid distributions
        on such
        Distribution Payment Date to the holder of record at the close of business
        on
        the corresponding Distribution Record Date.  Notwithstanding the
        foregoing, no 11.0% Cumulative Convertible Preferred Shares may be surrendered
        for repurchase pursuant to this Section 3.h in connection with a merger,
        consolidation, conversion or other transaction effected solely for the purpose
        of changing the Company’s jurisdiction of organization to any other state within
        the United States.

       

      ii.         
        Before the fifteenth (15th) day after the occurrence of a Fundamental Change,
        the Company shall mail or cause to be mailed to all holders of record on
        the
        date of the Fundamental Change a notice (the “Fundamental Change
        Notice”) of the occurrence of such Fundamental Change, of the repurchase
        right at the option of the holders arising as a result thereof and the
        Fundamental Change Conversion Date (as defined below).

       

      Each
        Fundamental Change Notice shall specify
        (A) the circumstances constituting the Fundamental Change, (B) the
        Fundamental Change Repurchase Date, (C) that; if the holder desires to
        exercise its repurchase right pursuant to this Section 3.h, the holder must
        do
        so on or prior to the close of business on the Fundamental Change Repurchase
        Date (the “Fundamental
        Change Expiration Time”), (D) that the holder shall have the right
        to withdraw any 11.0% Cumulative Convertible Preferred Shares surrendered
        prior
        to the Fundamental Change Expiration Time, (E) if the 11.0% Cumulative
        Convertible Preferred Shares are then convertible, that 11.0% Cumulative
        Convertible Preferred Shares as to which an Option of Holder to
        ElectRepurchase (as hereinafter defined) has been given
        may
        be converted only if the Option of 

       


      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      


      Holder
        to
        Elect Repurchase is withdrawn in accordance with the terms of the Trust
        Agreement, (F) a description of the procedure that a holder must follow to
        exercise such repurchase right and to withdraw any surrendered 11.0% Cumulative
        Convertible Preferred Shares, (G) the place or places where the holder is
        to surrender such holder’s 11.0% Cumulative Convertible Preferred Shares,
        (H) the amount of accumulated and unpaid distributions in respect of such
        holder’s 11.0% Cumulative Convertible Preferred Shares to the Fundamental Change
        Repurchase Date and (I) the CUSIP number or numbers of the 11.0% Cumulative
        Convertible Preferred Shares (if then generally in use).

       

      No
        failure of the Company to give the foregoing notices and no defect therein
        shall
        limit the holders’ repurchase rights or affect the validity of the proceedings
        for the repurchase of the 11.0% Cumulative Convertible Preferred Shares pursuant
        to this Section 3.h.

       

      iii.         
        Repurchases of 11.0% Cumulative Convertible Preferred Shares under this Section
        3.h shall be made, at the option of the holder thereof, upon delivery to
        the
        Company, prior to the Fundamental Change Expiration Time, at the address
        specified in the applicable Fundamental Change Notice by a holder of a duly
        completed and executed notice (the “Option of Holder
        to Elect
        Repurchase”) in the form set forth on the reverse of the 11.0% Cumulative
        Convertible Preferred Share.

       

      The
        Company shall not be required to purchase from any holder, fractions of a
        11.0%
        Cumulative Convertible Preferred Share.

       

      Notwithstanding
        anything herein to the contrary, any holder delivering to the Company the
        Option
        of Holder to Elect Repurchase contemplated by this Section 3.h shall have
        the
        right to withdraw such Option of Holder to Elect Repurchase at any time prior
        to
        the Fundamental Change Expiration Time by delivery of a written notice of
        withdrawal to the Company in accordance with Section 3.h.iv below. 11.0%
        Cumulative Convertible Preferred Shares in respect of which an Option of
        Holder
        to Elect Repurchase has been given by the holder thereof may not be converted
        pursuant to Section 6 hereof on or after the date of the delivery of such
        Option of Holder to Elect Repurchase unless such Option of Holder to Elect
        Repurchase has first been validly withdrawn.

       

      For
        a
        11.0% Cumulative Convertible Preferred Share to be so repurchased at the
        option
        of the holder, the Company must receive at the address specified in the
        Fundamental Change Notice a share certificate, if any, in respect of such
        11.0%
        Cumulative Convertible Preferred Share duly endorsed for transfer in favor
        of
        the Company (or an affidavit of lost share certificate in respect thereof
        together with either, at the option of the Company in its sole discretion,
        an
        indemnity agreement or indemnity bond), together with the form entitled “Option
        of Holder to Elect Repurchase” on the reverse thereof duly completed and such
        11.0% Cumulative Convertible Preferred Share duly endorsed for transfer,
        on or
        before the Fundamental Change Expiration Time.  All questions as to
        the validity, eligibility (including time of receipt) and acceptance of any
        11.0% Cumulative Convertible Preferred Share for repurchase shall be determined
        by the Company, the determination of which shall be final and binding absent
        manifest error.

       


      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      


                                                        
        iv.            An Option
        of Holder to Elect Repurchase may be withdrawn by means of a written notice
        of
        withdrawal delivered to the address specified in the Fundamental Change Notice
        in accordance with the Option of Holder to Elect Repurchase at any time prior
        to
        the Fundamental Change Expiration Time, specifying:

       

      
      

      
        	 	A.	                                             
                the 11.0% Cumulative Convertible Preferred Shares with respect to
                which
                such notice of withdrawal is being
                submitted;


      

       

      
        	
              	B.	                                             
                the certificate number, if any, of the 11.0% Cumulative Convertible
                Preferred Shares in respect of which such notice of withdrawal is
                being
                submitted; and


      

       

      
        	
              	C.	                                             
                the amount of 11.0% Cumulative Convertible Preferred Shares, if any,
                that
                remain subject to the original Option of Holder to Elect Repurchase.
                


      

       

      v.           
        At the Company’s election, the Company may, prior to the Fundamental Change
        Repurchase Date, irrevocably deposit an amount of money sufficient to repurchase
        all the 11.0% Cumulative Convertible Preferred Shares to be repurchased on
        the
        Fundamental Change Repurchase Date in trust for the holders thereof with
        a bank
        or trust company, in which case the Fundamental Change Notice will (i) state
        the
        date of such deposit, (ii) specify the office of such bank or trust company
        as
        the place of payment of the offer to purchase and (iii) require such holders
        to
        surrender the certificates representing such shares at such place on or about,
        but not later than, the Fundamental Change Repurchase Date against payment
        of
        the purchase price therefor (including all accumulated and unpaid distributions
        to such Fundamental Change Repurchase Date).  Any moneys so deposited
        which remain unclaimed by the holders of the 11.0% Cumulative Convertible
        Preferred Shares at the end of two years after the Fundamental Change Repurchase
        Date will be returned by such bank or trust company to the Company.

       

      If
        on the
        business day immediately following the Fundamental Change Repurchase Date,
        the
        Company or such other bank or trust company, holds money sufficient to
        repurchase all of the 11.0% Cumulative Convertible Preferred Shares that
        are to
        be purchased as of the Fundamental Change Repurchase Date, then, on and after
        such date, (i) such 11.0% Cumulative Convertible Preferred Shares will cease
        to
        be outstanding, (ii) distribution on such 11.0% Cumulative Convertible Preferred
        Shares will cease to accumulate, and (iii) all other rights of the holders
        of
        such 11.0% Cumulative Convertible Preferred Shares will terminate, other
        than
        the right to receive the repurchase price upon delivery of the 11.0% Cumulative
        Convertible Preferred Shares in accordance with this Section 3.h.

       

      vi.         
        The Company will comply with the requirements of Rule 13e-4, Rule 14e-1 and
        any
        other tender offer rules under the United States Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”), to
        the extent applicable, and file a Schedule TO or any other required schedule
        or
        form under the Exchange Act to the extent then applicable in connection with
        the
        repurchase rights of the holders of 11.0% Cumulative Convertible Preferred
        Shares pursuant to this Section 3.h in the event of a Fundamental
        Change.  To the extent that the provisions of any securities laws or
        regulations conflict with the provisions of this Certificate
        of 

       


      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      


      Designation
        governing an offer to purchase upon a Fundamental Change, the Company will
        comply with the applicable securities laws and regulations and will not be
        deemed to have breached its obligations under the provisions of this Certificate
        of Designation by virtue of such compliance.

       

      vii.         
        A “Fundamental
        Change” means the occurrence of any of the following: (A) the sale, lease
        or transfer, in one or a series of related transactions, of all or substantially
        all of the Company’s assets (determined on a consolidated basis) to any person
        or group (as such term is used in Section 13(d)(3) of the Exchange Act),
        (B) the
        adoption of a plan the consummation of which would result in the Company’s
        liquidation or dissolution, (C) the acquisition, directly or indirectly,
        by any
        person or group (as such term is used in Section 13(d)(3) of the Exchange
        Act),
        of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act)
        of
        more than 50% of the aggregate voting power of the Company’s voting shares, (D)
        during any period of two consecutive years, individuals who at the beginning
        of
        such period comprised the Board (together with any new trustees whose election
        by such Board or whose nomination for election by the Company’s shareholders was
        approved by a vote of 66 2⁄3% of the Company’s trustees then still in office who
        were either trustees at the beginning of such period or whose election or
        nomination for election was previously so approved) cease for any reason
        to
        constitute a majority of the Board then in office, or (E) the Common Shares
        cease to be listed on a national securities exchange or quoted on an
        over-the-counter market in the United States.

       

      viii.                    
        Notwithstanding the foregoing, in the event any Fundamental Change would
        constitute the payment of a distribution or a liquidation, dissolution or
        winding up of the Company, then the payment by the Company to any holder
        of
        11.0% Cumulative Convertible Preferred Shares upon a Fundamental Change shall
        be
        subject to the rights of all holders of all other of the Company’s Shares
        ranking on parity with the 11.0% Cumulative Convertible Preferred Shares
        as to
        the payment of distributions or rights upon the Company’s liquidation,
        dissolution or winding up, to receive payment on parity with the 11.0%
        Cumulative Convertible Preferred Shares.

       

      i.           
        Compliance with
        Law.  Notwithstanding anything to the contrary contained
        herein, no redemption or repurchase pursuant to this Section 3 will be made
        by
        the Company if such redemption or repurchase is restricted or prohibited
        by law
        or, except for a redemption pursuant to Section 3(a)(ii) hereof, would violate
        any of the Company’s agreements or instruments, including, without limitation,
        the Credit Agreement (as defined below), as the same may from time to time
        be
        amended.

       

      4.           
        LIQUIDATION,
        DISSOLUTION OR WINDING UP.

       

      a.           
        Payment of
        Distributions and Rights.  Subject to the rights of any equity
        securities ranking on parity with, or senior to, the 11.0% Cumulative
        Convertible Preferred Shares, including, without limitation, the Cumulative
        Perpetual Convertible CRA Shares, and the then existing and future liabilities,
        upon liquidation, dissolution or winding up of the Company, the holders of
        the
        11.0% Cumulative Convertible Preferred Shares shall be entitled to the
        Liquidation Preference per such share plus any accrued and unpaid distributions
        on such shares not otherwise included in the Liquidation
        Preference.  With respect to the 

       


      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      


      payment
        of distributions and rights upon the Company’s liquidation, dissolution or
        winding up, the 11.0% Cumulative Convertible Preferred Shares shall rank:
        (i)
        senior to (A) the Common Shares; (B) the Convertible Community Reinvestment
        Act Preferred Shares of the Company and Series A Convertible Community
        Reinvestment Act Preferred Shares of the Company; and (C) all other equity
        securities issued by the Company the terms of which acknowledge such ranking;
        (ii) on a parity with (A) the Cumulative Perpetual Convertible CRA Shares;
        and (B) all other equity securities the terms of which acknowledge such ranking;
        and (iii) junior to (A) all equity securities issued by the Company whose
        terms
        specifically provide that they rank senior to the 11.0% Cumulative Convertible
        Preferred Shares; and (B) the payment of the Company’s then existing and future
        liabilities (including the Company’s indebtedness).

       

      The
        11.0%
        Cumulative Convertible Preferred Shares shall not be entitled to CRA
        Credits.  “CRA Credits”
are an
        allocation of the value of any assets owned directly or indirectly by the
        Company which a Cumulative Perpetual Convertible CRA Shareholder or holder
        of a
        parity security may be able to report under the “investment test” promulgated
        under the Community Reinvestment Act of 1977, as amended from time to time
        and
        as affected by the Gramm-Leach-Bliley Act, enacted on November 12, 1999 (the
        “CRA”).

       

      b.           
        Additional
        Issuances.  The Company may issue, without consent of the
        holders of 11.0% Cumulative Convertible Preferred Shares (“Cumulative Convertible
        Preferred Shareholders”): (i) additional Common Shares; (ii) securities
        that rank on parity with or junior to the 11.0% Cumulative Convertible Preferred
        Shares with respect to payment of distributions and rights upon the Company’s
        liquidation, dissolution or winding up, including, without limitation, 11.0%
        Cumulative Convertible Preferred Shares and Cumulative Perpetual Convertible
        CRA
        Shares; and (iii) additional securities which rank senior to the 11.0%
        Cumulative Convertible Preferred Shares solely with respect to CRA Credit
        allocations and not with respect to payment of distributions and rights upon
        the
        Company’s liquidation, dissolution or winding up; and (iv) subject to
        Section 5.c.ii, additional indebtedness.

       

      5.           
        VOTING
        RIGHTS.

       

      a.           
        General.  To
        the extent not prohibited by the rules of the NYSE and any other national
        or
        regional securities exchange or system of automated dissemination of quotation
        of securities prices in the United States on which the Common Shares are
        then
        traded or quoted, the 11.0% Cumulative Convertible Preferred Shares shall
        be
        entitled to vote together with the holders of Common Shares as a single class
        (together with any other securities issued by the Company that are entitled
        to
        vote together with the Common Shares with respect to the matter to be voted
        upon) on all
        matters that holders of Common Shares are entitled to vote upon, with each
        11.0%
        Cumulative Convertible Preferred Share entitled to such number of votes as
        are
        equal to the number of whole Common Shares such 11.0% Cumulative Convertible
        Preferred Share would be convertible into as of the record date for any such
        vote of Common Shares regardless of whether the 11.0% Cumulative Convertible
        Preferred Shares are then so convertible.

       

      b.           
        Outstanding
        Distributions/Redemption Payment.  Whenever (i) distributions
        on any 11.0% Cumulative Convertible Preferred Shares are in arrears for six
        or
        more quarterly periods or (ii) the Company fails to pay the redemption price
        on
        any Redemption 


      
        
          
          

        

        
          A-12

          
            

          

        

        
          
          

        

      


      Date,
        in
        each case, subject to the provisions of and in accordance with the Trust
        Agreement, theholders of a majority in interest of the 11.0% Cumulative
        Convertible Preferred Shares and the holders of any other parity preferred
        shares upon which like voting rights have been conferred and are exercisable,
        including, but not limited to, the Cumulative Perpetual Convertible CRA Shares,
        if applicable (voting together as a single class with all holders of other
        parity preferred shares upon which like voting rights have been conferred
        and
        are exercisable) will be entitled to nominate and elect two trustees to the
        Board for a one-year term.  In exercising their rights to nominate and
        elect such trustees under this Section 5.b., the holders of the 11.0% Cumulative
        Convertible Preferred Shares shall comply with all requirements as to the
        composition of the Board set forth in the Trust Agreement, including any
        certificates of designation, and the Company Bylaws.  During the
        period of any such arrearage, the Board shall increase the size of the Board
        by
        two members to accommodate the two additional trustees.  Upon the cure
        of such arrearage, the two additional trustees shall immediately cease to
        be
        trustees and the size of the Board shall be reduced by two
        members.  Such election shall be held at a special meeting of such
        shareholders and at each subsequent annual meeting until all arrearages and
        the
        distributions on the 11.0% Cumulative Convertible Preferred Shares and such
        other preferred shares have been fully paid or a sum sufficient for the full
        payment thereof has been irrevocably set apart.  Vacancies for
        trustees elected by holders of 11.0% Cumulative Convertible Preferred Shares
        and
        such other preferred shares shall be filled by the remaining trustee so elected
        then in office or, if there is no such remaining trustee, by the holders
        of a
        majority of the outstanding 11.0% Cumulative Convertible Preferred Shares
        and
        such other preferred shares voting together as a single class.  A
        trustee elected by the holders of 11.0% Cumulative Convertible Preferred
        Shares
        and such other preferred shares may be removed with or without cause only
        by the
        holders of a majority of the outstanding 11.0% Cumulative Convertible Preferred
        Shares and such other preferred shares voting together as a single
        class.  Trustees elected by the holders of the 11.0% Cumulative
        Convertible Preferred Shares shall not be divided into the classes of the
        Board
        and the term of office of all trustees elected by the holders of 11.0%
        Cumulative Convertible Preferred Shares will terminate immediately upon the
        termination of the rights of the holders of 11.0% Cumulative Convertible
        Preferred Shares to vote for trustees and upon such termination the total
        number
        of trustees constituting the entire Board will automatically be reduced by
        two.  In accordance with the provisions of this Section 5.b, holders
        of 11.0% Cumulative Convertible Preferred Shares shall be entitled to one
        vote
        per share, provided that if one or more additional classes of parity preferred
        shares is entitled to vote along together with the holders of the 11.0%
        Cumulative Convertible Preferred Shares, including, without limitation, the
        Cumulative Perpetual Convertible CRA Shares, if applicable, then the holders
        of
        each class of shares will have voting rights proportional to the relative
        amounts of liquidation preference and accumulated and unpaid distributions
        outstanding in respect of each class.

       

      c.           
        Required
        Consent.  So long as any 11.0% Cumulative Convertible Preferred
        Shares remain outstanding, the Company may not,

       

      i.           
        without the affirmative vote or consent of the holders of at least a majority
        of
        11.0% Cumulative Convertible Preferred Shares outstanding at the time, given
        in
        person or by proxy, either in writing or at a meeting, (i) authorize or create,
        or increase the authorized or issued amount of, any class or series of the
        Company’s shares ranking, with respect to the payment of distributions or rights
        upon the Company’s liquidation, dissolution or winding up, senior to 11.0%
        Cumulative Convertible Preferred Shares, or reclassify any authorized
        shares

       


      
        
          
          

        

        
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      into
        such
        shares, or create, authorize or issue any obligation or security convertible
        or
        exchangeable into, or evidencing the right to purchase any, such shares or
        (ii)
        amend, alter or repeal the provisions of the Trust Agreement or the 11.0%
        Cumulative Convertible Preferred Shares, whether by merger, conversion or
        consolidation (an “Event”) or otherwise,
        so as to materially and adversely affect any right, preference, privilege
        or
        voting power of the 11.0% Cumulative Convertible Preferred Shares or the
        holders
        thereof; provided, however, with respect to the occurrence of any of the
        Events
        set forth in (ii) above, so long as 11.0% Cumulative Convertible Preferred
        Shares remain outstanding with the terms thereof materially unchanged, taking
        into account that, upon the occurrence of an Event, the Company may not be
        the
        surviving entity, the occurrence of any such Event will not be deemed to
        materially adversely affect the rights, preferences, privileges or voting
        powers
        of the 11.0% Cumulative Convertible Preferred Shares or the holders thereof;
        and
        provided, further, that (x) any increase in the amount of the authorized
        Preferred Shares or the creation or issuance of any other Preferred Shares,
        or
        (y) any increase in the amount of authorized 11.0% Cumulative Convertible
        Preferred Shares or Cumulative Perpetual Convertible CRA Shares, in each
        case
        ranking, as to payment of distributions or rights upon the Company’s
        liquidation, dissolution or winding up, on a parity with or junior to the
        11.0%
        Cumulative Convertible Preferred Shares, will not be deemed to materially
        adversely affect such rights, preferences, privileges or voting powers;
        and

       

      ii.           
        without the affirmative vote or consent of the holders of at least a majority
        of
        11.0% Cumulative Convertible Preferred Shares outstanding at the time, given
        in
        person or by proxy, either in writing or at a meeting, incur any indebtedness
        or
        issue any capital stock, the incurrence or issuance of which would cause
        a
        default in the “Consolidated EBITDA
        to Fixed
        Charges Ratio” covenant contained in Section 10.15 of the Revolving
        Credit and Term Loan Agreement, dated as of December 27, 2007, by and among
        the
        Company and Centerline Capital Group Inc., as Borrowers named therein, and
        certain entities named therein as Guarantors, Bank of America, N.A. and other
        entities party thereto from time to time as lenders, and Bank of America,
        N.A.,
        as Swingline Lender and as Administrative Agent on behalf of the Lenders,
        as the
        same may be amended from time to time (the “Credit Agreement”),
        assuming for purposes of this section 5.c.ii that the ratio of Consolidated
        EBITDA (as defined in the Credit Agreement) to Fixed Charges (as defined
        in the
        Credit Agreement) required to be maintained is measured for the period of
        the
        last 12 months then ending and is required to be equal to or greater than
        1.5 to
        1.0.

       

      6.           
        CONVERSION.

       

      a.           
        Optional Right
        to
        Convert; Conversion Formula; Automatic Conversion.  To the
        extent permitted by the rules of the NYSE and any other national or regional
        securities exchange or system of automated dissemination of quotation of
        securities prices in the United States on which the Common Shares are then
        traded or quoted and upon compliance with the provisions of this Section
        6,
        11.0% Cumulative Convertible Preferred Shares may be converted into Common
        Shares at the Cumulative Convertible Preferred Shareholder’s option in whole or
        in part at any time after the date hereof initially at a conversion rate
        per
        $11.70 Liquidation Preference equal to 1.0884 (representing the quotient
        of
        1.0884 obtained by dividing $11.70 by $10.75)  (the “Conversion Rate”),
        which is equivalent to an initial conversion price of $10.75 per Common Share
        (subject to adjustment in accordance with the provisions of this Section
        6).

       


      
        
          
          

        

        
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      b.           
        Mechanics of
        Conversion; Fractional Shares.

       

      i.         
        Each Cumulative Convertible Preferred Shareholder who desires to convert
        its
        11.0% Cumulative Convertible Preferred Shares into Common Shares shall provide
        notice to the Company’s offices in the form of the Notice of Conversion attached
        to this Certificate of Designation (a “Conversion Notice”) via telecopy, hand
        delivery or other mail or messenger service.  The original Conversion
        Notice and the certificate or certificates representing the 11.0% Cumulative
        Convertible Preferred Shares for which conversion is elected, shall be delivered
        to the Company by nationally recognized courier, duly endorsed.  The
        date upon which a Conversion Notice is initially received by the Company
        shall
        be a “Notice Date.”

       

      Each
        conversion will be deemed to have been effected immediately prior to the
        close
        of business on the date on which the certificate representing 11.0% Cumulative
        Convertible Preferred Shares shall have been surrendered and notice shall
        have
        been received by the Company or in the case of a conversion pursuant to Section
        6.a.ii., on the 20th Trading Day upon which the condition contained therein
        is
        met, and the conversion shall be at the Conversion Rate in effect at such
        time
        and on such date.

       

      The
        Company shall use all reasonable efforts to issue and deliver within three
        (3)
        business days after the Notice Date, to such Cumulative Convertible Preferred
        Shareholder at the address of the holder on the books of the Company, a
        certificate or certificates for the number of Common Shares to which the
        holder
        shall be entitled as set forth herein; provided that the original certificates
        representing the 11.0% Cumulative Convertible Preferred Shares to be converted
        are received by the transfer agent or the Company within three (3) business
        days
        after the Notice Date and the Person or Persons entitled to receive the Common
        Shares issuable upon such conversion shall be treated for all purposes as
        the
        record holder or holders of such Common Shares on such date such original
        certificates are received.

       

      ii.         
        If the Conversion Rate results in a Cumulative Convertible Preferred Shareholder
        being entitled to receive a fractional Common Share with respect to the
        aggregate 11.0% Cumulative Convertible Preferred Shares being converted pursuant
        to a Conversion Notice, in lieu of the issuance of such fractional Common
        Share,
        the Company shall pay to the Cumulative Convertible Preferred Shareholder
        cash
        in an amount equal to the closing price of a Common Share at the close of
        business on the trading day prior to the conversion date multiplied by the
        fraction representing the fractional share.

       

      c.           
        Anti-Dilution
        Adjustments to Conversion Rate.

       

      i.         
        If, prior to the conversion of all 11.0% Cumulative Convertible Preferred
        Shares, the number of issued and outstanding Common Shares is increased by
        a
        payment of distributions in Common Shares on any class or series of the
        Company’s shares or other similar event, then the Conversion Rate in effect
        immediately prior to the close of business on the Record Date shall be increased
        by multiplying such Conversion Rate by a fraction:

       


      
        
          
          

        

        
          A-15

          
            

          

        

        
          
          

        

      


      (a)           
        the numerator of which shall be the sum of the total number of Common Shares
        outstanding at the close of business on such Record Date and the total number
        of
        Common Shares with respect to such distribution; and

       

      (b)           
        the denominator of which shall be the number of Common Shares outstanding
        at the
        close of business on such Record Date.

       

      Such
        increase shall become effective immediately prior to the opening of business
        on
        the day  following the Record Date fixed for such
        determination.  If any distribution of the type described in this
        Section 6.c.i is declared but not so paid or made, the Conversion Rate shall
        again be adjusted to the Conversion Rate which would then be in effect if
        such
        distribution had not been declared.

       

      ii.         
        If, prior to the conversion of all 11.0% Cumulative Convertible Preferred
        Shares, the Company subdivides, combines, reclassifies or splits its outstanding
        Common Shares into a greater number of Common Shares, the Conversion Rate
        in
        effect immediately prior to the opening of business on the day following
        the day
        upon which such subdivision, reclassification or split becomes effective
        shall
        be proportionately increased, and, conversely, in case the Company shall,
        while
        any of the 11.0% Cumulative Convertible Preferred Shares are outstanding,
        combine or reclassify its outstanding Common Shares into a smaller number
        of
        Common Shares, the Conversion Rate in effect immediately prior to the opening
        of
        business on the day following the day upon which such combination or
        reclassification becomes effective shall be proportionately reduced, such
        increase or reduction, as the case may be, to become effective immediately
        prior
        to the opening of business on the day following the day upon which such
        subdivision, reclassification, split or combination becomes effective, so
        that
        any 11.0% Cumulative Convertible Preferred Shares thereafter surrendered
        for
        conversion shall be entitled to receive that number of Common Shares which
        it
        would have received had such 11.0% Cumulative Convertible Preferred Shares
        been
        converted immediately prior to the happening of such event adjusted as a
        result
        of such event;

       

      iii.         
        Except for the Rights Offering, if, prior to the conversion of all 11.0%
        Cumulative Convertible Preferred Shares, the Company issues rights or warrants
        to all or substantially all holders of our outstanding Common Shares entitling
        them to subscribe for or purchase Common Shares (or securities convertible
        into
        or exchangeable or exercisable for Common Shares), at a price per share (or
        having a conversion, exchange or exercise price per share) less than the
        average
        of the closing sales prices (the “Closing Sales
        Price”)
        of a Common Share on the NYSE or any other national or regional securities
        exchange or other over-the-counter market in the United States on which the
        Common Shares are then traded or quoted on the ten trading days immediately
        preceding the date of the announcement by public notice of such issuance
        or
        distribution (treating the conversion, exchange or exercise price per Common
        Share of the securities convertible, exchangeable or exercisable for Common
        Shares as equal to (x) the sum of (i) the price for a unit of the security
        convertible into or exchangeable or exercisable for Common Shares and (ii)
        any
        additional consideration initially payable upon the conversion of or exchange
        or
        exercise for such security into Common Shares divided by (y) the number of
        Common Shares initially underlying such convertible, exchangeable or exercisable
        


      
        
          
          

        

        
          A-16

          
            

          

        

        
          
          

        

      

       

      security),
        then the Conversion Rate shall be increased by multiplying the
        Conversion Rate in effect at the opening of business on the date after such
        date
        of announcement by a fraction:

       

      (a)         
        the numerator of which shall be the number of Common Shares outstanding at
        the
        close of business on the date of announcement, plus the total number of
        additional Common Shares so offered for subscription or purchase (or into
        which
        the convertible, exchangeable or exercisable securities so offered are
        convertible, exchangeable or exercisable); and

       

      (b)          the
        denominator of which shall be the number of Common Shares outstanding on
        the
        close of business on the date of announcement, plus the number of Common
        Shares
        (or convertible, exchangeable or exercisable securities) which the aggregate
        offering price of the total number of Common Shares (or convertible,
        exchangeable or exercisable securities) so offered for subscription or purchase
        (or the aggregate conversion, exchange or exercise price of the convertible,
        exchangeable or exercisable securities so offered) would purchase at such
        Closing Sale Price of the Common Shares.

       

      Such
        increase shall become effective immediately prior to the opening of business
        on
        the day following the Record Date for such determination.  To the
        extent that Common Shares (or securities  convertible, exchangeable or
        exercisable into Common Shares) are not delivered pursuant to such rights
        or
        warrants, upon the expiration or termination of such rights or warrants,
        the
        Conversion Rate shall be readjusted to the Conversion Rate which would then
        be
        in effect had the adjustments made upon the issuance of such rights or warrants
        been made on the basis of the delivery of only the number of Common Shares
        (or
        securities convertible, exchangeable or exercisable into Common Shares) actually
        delivered.  In the event that such rights or warrants are not so
        issued, the Conversion Rate shall again be adjusted to be the Conversion
        Rate
        which would then be in effect if the Record Date fixed for the determination
        of
        shareholders entitled to receive such rights or warrants had not been
        fixed.  In determining whether any rights or warrants entitle the
        holders to subscribe for or purchase Common Shares at less than such Closing
        Sale Price, and in determining the aggregate offering price of such Common
        Shares, there shall be taken into account any consideration received for
        such
        rights or warrants, the value of such consideration if other than cash, to
        be
        determined by the Board.

       

      iv.         
        (A) Except for the Rights Offering, if, prior to the conversion of all 11.0%
        Cumulative Convertible Preferred Shares, the Company, by distribution or
        otherwise, distributes to all or substantially all holders of its outstanding
        Common Shares (including any such distribution made in connection with a
        consolidation or merger in which the Company is the continuing Company and
        the
        Common Shares are not changed or exchanged), capital stock, evidences of
        its
        indebtedness or other assets, including securities, (including capital stock
        of
        any subsidiary of the Company) but excluding (a) dividends or distributions
        of
        Common Shares referred to in Section 6.c.i; (b) any rights or warrants referred
        to in Section 6.c.iii; (c) dividends and distributions paid exclusively in
        cash
        and (d) dividends and distributions of securities or other property or assets
        (including cash) in connection with a merger, consolidation, statutory share
        exchange, tender offer for all or substantially all of our Common Shares
        or sale
        of 

       


      
        
          
          

        

        
          A-17

          
            

          

        

        
          
          

        

      


      all
        or
        substantially all of the Company’s assets to which Section 6.c.v applies (such
        securities, evidence of its indebtedness or other assets being distributed
        hereinafter in this Section 6.c.iv called the “Distributed Assets”),
        then, in each such case, subject to paragraphs (D) and (E) of this Section
        6.c.iv., the Conversion Rate shall be increased by multiplying the Conversion
        Rate in  effect immediately prior to the close of
        business on the Record Date with respect to such distribution by a
        fraction:

       

      (a)           
        the numerator of which shall be the Current Market Price; and

       

      (b)           
        the denominator of which shall be such Current Market Price, less the Fair
        Market Value on such date of the portion of the Distributed Assets so
        distributed applicable to one Common Share (determined on the basis of the
        number of Common Shares outstanding on such Record Date) on such
        date.

       

      Such
        increase shall become effective immediately prior to the opening of business
        on
        the day following the Record Date for such distribution.  In the event
        that such dividend or distribution is not so paid or made, the Conversion
        Rate
        shall again be adjusted to be the Conversion Rate which would then be in
        effect
        if such dividend or distribution had not been declared.

       

      (B)
        If
        the Board determines the Fair Market Value of any distribution for purposes
        of
        this Section 6.c.iv by reference to the actual or when issued trading market
        for
        any Distributed Assets comprising all or part of such distribution, it must
        in
        doing so consider the prices in such market over the same period (the “Reference Period”)
        used in computing the Current Market Price pursuant to this Section 6.c.iv
        to
        the extent possible, unless the Board determines in good faith that determining
        the Fair Market Value during the Reference Period would not be in the best
        interest of the holders of the 11.0% Cumulative Convertible Preferred
        Shares.

       

      (C)
        In
        the event any such distribution consists of capital stock or Common Shares
        of,
        or similar equity interests in, one or more of the Company’s subsidiaries (a
“Spin Off”),
        the Fair Market Value of the securities to be distributed shall equal the
        average of the Closing Sale Prices of such securities for the five consecutive
        trading days commencing on and including the sixth trading day of those
        securities after the effectiveness of the Spin Off, and the Current Market
        Price
        shall be measured for the same period.  In the event, however, that an
        underwritten initial public offering of the securities in the Spin Off occurs
        simultaneously with the Spin Off, the Fair Market Value of the securities
        distributed in the Spin Off shall mean the initial public offering price
        of such
        securities and the Current Market Price shall mean the Closing Sale Price
        for
        the Common Shares on the same trading day.

       

      (D)  Rights
        or warrants distributed by the Company to all holders of the outstanding
        Common
        Shares entitling them to subscribe for or purchase equity securities of the
        Company (either initially or under certain circumstances), which rights or
        warrants, until the occurrence of a specified event or events (“Trigger Event”), (x)
        are deemed to be transferred with such Common Shares, (y) are not exercisable
        and (z) are also issued in respect of future issuances of Common Shares,
        shall
        be deemed not to have been distributed for purposes of this 

       


      
        
          
          

        

        
          A-18

          
            

          

        

        
          
          

        

      


      Section
        6.c.iv (and no adjustment to the Conversion Rate under this Section shall
        be
        required) until the occurrence of the earliest Trigger Event.  If such
        right or warrant is subject to subsequent events, upon the occurrence of
        which
        such right or warrant shall become exercisable to purchase different Distributed
        Assets, or entitle the holder to purchase a different number or amount of
        the foregoing Distributed Assets or to purchase any of the foregoing Distributed
        Assets at a different purchase price, then the occurrence of each such event
        shall be deemed to be the date of issuance and Record Date with respect to
        a new
        right or warrant (and a termination or expiration of the existing right or
        warrant without exercise by the holder thereof).  In addition, in the
        event of any distribution (or deemed distribution) of rights or warrants,
        or any
        Trigger Event or other event (of the type described in the preceding sentence)
        with respect thereto, that resulted in an adjustment to the Conversion Rate
        under this Section 6.c.iv:

       

      (a)           
        in the case of any such rights or warrants which shall all have been repurchased
        without exercise by any holders thereof, the Conversion Rate shall be readjusted
        upon such final repurchase to give effect to such distribution or Trigger
        Event,
        as the case may be, as though it were a cash distribution, equal to the per
        share repurchase price received by a holder of Common Shares with respect
        to
        such rights or warrants (assuming such holder had retained such rights or
        warrants), made to all holders of Common Shares as of the date of such
        repurchase; and

       

      (b)           
        in the case of such rights or warrants which shall have expired or been
        terminated without exercise, the Conversion Rate shall be readjusted as if
        such
        rights and warrants had never been issued.

       

            (E)                      
        For purposes of this Section 6.c.iv and Section 6.c.i, Section 6.c.ii and
        Section 6.c.iii, any dividend or distribution to which this Section 6.c.iv
        is
        applicable that also includes (x) Common Shares to which Section 6.c.i applies,
        (y) a subdivision, split or combination of shares of Common Shares to which
        Section 6.c.ii applies or (z) rights or warrants to subscribe for or purchase
        Common Shares to which Section 6.c.iii applies (or any combination thereof),
        shall be deemed instead to be:

       

      (a)  a
        dividend or distribution of the evidences of indebtedness, assets, shares
        of
        capital stock, rights or warrants, other than such Common Shares, such
        subdivision, split or combination or such rights or warrants to which Section
        6.c.i, Section 6.c.ii and  Section 6.c.iii apply, respectively (and
        any Conversion Rate adjustment required by this Section 6.c.iv with respect
        to
        such dividend or distribution shall then be made), immediately followed
        by

       

      (b)  a
        dividend or distribution of such Common Shares, such subdivision, split or
        combination or such rights or warrants (and any further Conversion Rate increase
        required by Section 6.c.i, Section 6.c.ii and Section 6.c.iii with respect
        to
        such dividend or distribution shall then be made), except:

      

        
          
            
            

          

          
            A-19

            
              

            

          

          
            
            

          

        



      the
        Record Date of such dividend or distribution shall be substituted as (x)
“the
        date fixed for the determination of shareholders entitled to receive such
        distribution” and “Record Date” within the meaning of Section 6.c.i, (y) “the
        day upon which such subdivision, reclassification or split becomes effective” or
“the day upon which such combination  or reclassification becomes
        effective” (as applicable) within the meaning of Section 6.c.ii, and (z)  as “the Record Date fixed for the determination of
        shareholders entitled to receive such rights or warrants” and such “Record Date”
within the meaning of Section 6.c.iii; and (ii) any reduction or increase
        in the
        number of Common Shares resulting from such subdivision, split or combination
        (as applicable) shall be disregarded in connection  with such dividend
        or distribution.

       

      v.         
        If, prior to the conversion of all 11.0% Cumulative Convertible Preferred
        Shares, the Company shall be a party to any transaction (including, without
        limitation, a merger, consolidation, statutory share exchange, tender offer
        for
        all or substantially all of our Common Shares or sale of all or substantially
        all of the Company’s assets), as a result of which Common Shares shall be
        converted into the right to receive securities or other property (including
        cash
        or any combination thereof), each 11.0% Cumulative Convertible Preferred
        Share,
        if any share thereof remains outstanding and is convertible after the
        consummation of the transaction, shall thereafter be convertible into the
        kind
        and amount of shares and other securities and property (including cash or
        any
        combination thereof) receivable upon the consummation of such transaction
        by a
        holder of that number of Common Shares or fraction thereof into which one
        11.0%
        Cumulative Convertible Preferred Share was convertible immediately prior
        to such
        transaction, assuming such 11.0% Cumulative Convertible Preferred Shareholder
        failed to exercise any rights of election to convert (provided that if the
        kind
        and amount of stock or beneficial interest, securities and other property
        so
        receivable is not the same for each non-electing share, the kind and amount
        so
        receivable by each non-electing share shall be deemed to be the kind and
        amount
        received per share by a plurality of non-election shares).  The
        Company may not become a party to any such transaction unless the terms thereof
        are consistent with the foregoing.

       

      vi.         
        If, prior to the conversion of all 11.0% Cumulative Convertible Preferred
        Shares, the Company makes cash distributions (other than distributions in
        connection with the Company’s liquidation, dissolution or winding up,
        distributions on the Cumulative Perpetual Convertible CRA Shares or other
        Preferred Shares, ordinary course distributions or quarterly distributions
        consisting exclusively of cash to all holders of Common Shares equal to or
        less
        than $0.15 per share, subject to adjustment for subdivisions, combinations,
        reclassifications or splits of the Company’s Common Shares), the Conversion Rate
        shall be adjusted so that the same shall equal the rate determined by
        multiplying the Conversion Rate in effect immediately prior to the close
        of
        business on the date fixed for determination of the shareholders entitled
        to
        receive such distribution by a fraction:

       

      (a)           
        the numerator of which shall be equal to the Current Market Price per Common
        Share on the date fixed for such determination; and

       

      (b)           
        the denominator of which shall be equal to the Current Market Price per Common
        Share on such date fixed for determination less the amount per Common Share
        of
        such distribution, 

       


      
        
          
          

        

        
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      such
        adjustment to become effective immediately after the record date
        fixed for the determination of shareholders entitled to receive such
        distribution.

       

      Notwithstanding
        the foregoing, in cases where (A) the per share amount of such distribution
        equals or exceeds the Current Market Price of the Common Shares, or (B) the
        Current Market Price of the Common Shares exceeds the per share amount of
        such
        distribution by less than $1.00, in lieu of the adjustment set forth in this
        Section 6.c.vi., holders will have the right to receive upon conversion,
        in
        addition to Common Shares, if any, such distribution such holders would have
        received upon conversion of such holders’ 11.0% Cumulative Convertible Preferred
        Shares if they had been converted immediately prior to the record
        date.

       

      vii.         
        No adjustment of the Conversion Rate is required to be made in any case until
        cumulative adjustments amount to 1% or more of the Conversion Rate. Any
        adjustments not so required to be made will be carried forward and taken
        into
        account in subsequent adjustments.

       

      viii.         In
        addition to the foregoing adjustments, the Company is permitted to make such
        reductions in the conversion price as the Company considers to be advisable
        in
        order that any event treated for federal income tax purposes as a dividend
        of
        stock or stock rights will not be taxable to the holders of Common
        Shares.

       

      ix.         
        For purposes of this Section 6.c, the following terms shall have the meanings
        indicated:

       

      
        (a)   “Current
          Market Price”
on any date means the average of the daily Closing Sale Prices per
          Common Share
          for the ten consecutive trading days immediately prior to such date; provided,
          however, that if:  (1) the “ex” date (as hereinafter defined) for any
          event (other than the issuance or distribution requiring such computation
          of
          Current Market Price) that requires an adjustment to the Conversion Rate
          pursuant to Section 6.c.i, Section 6.c.ii, Section 6.c.iii, or Section
          6.c.iv
          occurs during such ten consecutive trading days, the Closing Sale Price
          for each
          trading day prior to the “ex” date for such other event shall be adjusted by
          multiplying such Closing Sale Price by the same fraction by which the Conversion
          Rate is so required to be adjusted as a result of such other event; (2)
          the “ex”
date for any event (other than the issuance or distribution requiring such
          computation of Current Market Price) that requires an adjustment to the
          Conversion Rate pursuant to Section 6.c.i, Section 6.c.ii, Section 6.c.iii,
          or
          Section 6.c.iv occurs on or after the “ex” date for the issuance or distribution
          requiring such computation and prior to

        
 

        
          
            
              
              

            

            
              A-21

              
                

              

            

            
              
              

            

          

        

      

       

      the
        day in question, the Closing Sale Price for each
        trading day on and after the “ex” date for such other event shall be adjusted by
        multiplying such Closing Sale Price by the reciprocal of the fraction by
        which
        the Conversion Rate is so required to be adjusted as a result of such other
        event; and (3) the “ex” date for the issuance or distribution requiring such
        computation is prior to the day in question, after taking into account any
        adjustment required pursuant to clause (i) or (ii) of this proviso, the Closing
        Sale Price for each trading day on or after such “ex” date shall be adjusted by
        adding thereto the amount of any cash and the Fair Market Value (as determined
        by the Board in a manner consistent with any determination of such value
        for
        purposes of Section 6.c.iv) of the evidences of indebtedness, shares of capital
        stock or assets being distributed applicable to one Common Share as of the
        close
        of business on the day before such “ex” date.  For purposes hereof,
        the “ex” date is the date on or after which a Common Share is traded without a
        previously declared issuance or distribution pursuant to the rules of a
        securities exchange upon which the Common Shares are then listed and
        traded.

       

      Notwithstanding
        the foregoing, whenever successive adjustments to the Conversion Rate are
        called
        for pursuant to this Section 6.c, such adjustments shall be made to the Current
        Market Price as may be necessary or appropriate to effectuate the intent
        of this
        Section 6.c and to avoid unjust or inequitable results as determined in good
        faith by the Board.

       

      
        (b)  
          “Fair
          Market
          Value” means the amount which a willing buyer would pay a willing seller
          in an arm’s length transaction (as determined by the Board, whose determination
          shall be made in good faith and, absent manifest error, shall be final
          and
          binding on holders of the 11.0% Cumulative Convertible Preferred
          Shares).

      

       

      
        (c)  
          “Record
          Date” means, with respect to any dividend, distribution or other
          transaction or event in which the holders of Common Shares have the right to
          receive any cash, securities or other property or in which the Common Shares
          (or
          other applicable security) is exchanged for or converted into any combination
          of
          cash, securities or other property, the date fixed for determination of
          shareholders entitled to receive such cash, securities or other property
          (whether such date is fixed by the Board or by statute, contract or
          otherwise).

      

       

      d.           
        Adjustment to
        Conversion Rate Upon a Fundamental Change.

      


      
        
          
            
            

          

          
            A-22

            
              

            

          

          
            
            

          

        

      

       

      
                                                                   i.         
        If and only to the extent a holder of 11.0% Cumulative Convertible Preferred
        Shares elects to convert its 11.0% Cumulative Convertible Preferred Shares
        pursuant to Section 6(a) in connection with a Fundamental Change, the Company
        shall increase
        the Conversion Rate applicable to the shares of 11.0% Cumulative Convertible
        Preferred Shares surrendered for conversion by a number of additional Common
        Shares (the “Additional Shares”), if any, as set forth in this
        Section 6(d).  A conversion shall be deemed for the purposes of
        this Section 6 to be “in connection with” a Fundamental Change if the applicable
        Conversion Notice is received by the Company from and including the Effective
        Date of such Fundamental Change up to and including the Fundamental Change
        Conversion Date for that Fundamental Change. If a holder elects to convert
        11.0%
        Cumulative Convertible Preferred Shares in connection with a Fundamental
        Change,
        but such Fundamental Change is not consummated, then such holder shall not
        be
        entitled to the increased Conversion Rate referred to above in connection
        with
        the conversion.

       

      ii.         
        The number of Additional Shares, if any, shall be determined by reference
        to the
        table below, based on the Effective Date of such Fundamental Change and the
        Share Price for such Fundamental Change. If an event occurs that requires
        an
        adjustment to the Conversion Rate as described in Section 6, each
        applicable Share Price set forth in the first row of the table below shall
        be
        adjusted, concurrently with such adjustment in the Conversion Rate, multiplying
        the Share Price in effect immediately before the adjustment by a fraction,
        the
        numerator of which is the Conversion Rate in effect immediately before the
        adjustment, and the denominator of which is the adjusted Conversion Rate.
        In
        addition, but without duplication of the adjustment pursuant to the preceding
        sentence, if an event occurs that requires an adjustment to the Conversion
        Rate
        as described in Section 6, each applicable number of Additional Shares set
        forth in the table below shall be adjusted concurrently and in the same manner
        in which the Conversion Rate is adjusted as described in
        Section 6.

       

      


      Number
        of Additional
        Shares

      (per
        $11.70 liquidation preference of 11.0% Cumulative Convertible Preferred
        Shares)

      Share
        Price

      
        	
                Effective
                  Date

              	
                $10.27

              	
                $10.75

              	
                $12.50

              	
                $15.00

              	
                $17.50

              	
                $20.00

              	
                $25.00

              
	
                 1/25/2008

              	
                0.0509

              	
                0.0932

              	
                0.0639

              	
                0.0379

              	
                0.0217

              	
                0.0111

              	
                0.0000

              
	
                1/23/2009

              	
                0.0509

              	
                0.0849

              	
                0.0563

              	
                0.0318

              	
                0.0173

              	
                0.0079

              	
                0.0000

              
	
                1/23/2010

              	
                0.0509

              	
                0.0737

              	
                0.0459

              	
                0.0234

              	
                0.0109

              	
                0.0032

              	
                0.0000

              
	
                1/23/2011

              	
                0.0509

              	
                0.0621

              	
                0.0340

              	
                0.0133

              	
                0.0031

              	
                0.0000

              	
                0.0000

              
	
                1/23/2012

              	
                0.0509

              	
                0.0497

              	
                0.0192

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                1/23/2013

              	
                0.0509

              	
                0.0402

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                1/23/2014

              	
                0.0509

              	
                0.0404

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                1/23/2015

              	
                0.0509

              	
                0.0403

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                1/23/2016

              	
                0.0509

              	
                0.0391

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                1/23/2017

              	
                0.0509

              	
                0.0319

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              
	
                1/23/2018

              	
                0.0509

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              	
                0.0000

              


      

      iii.         
        The exact applicable Share Price and the Effective Date of such Fundamental
        Change may not be set forth in the table above, in which case:

       

      A.           
        if the actual applicable Share Price is between two applicable Share Prices
        listed in the table above, and/or the actual Effective Date of such Fundamental
        Change is between two dates listed in the table above, the Company
        shall 

       


      
        
          
          

        

        
          A-23

          
            

          

        

        
          
          

        

      

       

      determine the number of additional
        shares by linear interpolation between the numbers of additional shares set
        forth for the two applicable prices, or for the two dates based on a 365-day
        year, as applicable;

       

      B.           
        if the actual applicable Share Price is greater than $25.00 per share (subject
        to adjustment as provided below, the “Cap Price”), no
        Additional Shares shall be issuable and the Conversion Rate shall not increase
        in connection with a Fundamental Change; and

       

      C.           
        if the actual applicable Share Price is less than $10.27 per share (subject
        to
        adjustment as provided below, the “Floor Price”), no
        Additional Shares shall be issuable and the Conversion Rate shall not increase
        in connection with a Fundamental Change.

       

      iv.         
        In no event shall Additional Shares be issuable if, after giving effect thereto,
        the Conversion Rate would exceed 1.1392 (the “Cap Conversion
        Rate”). If an event occurs that requires an adjustment to the Conversion
        Rate as described in Section 6, each of the Cap Price, the Floor Price and
        the Cap Conversion Rate shall be adjusted concurrently and in the same manner
        in
        which the Conversion Rate is adjusted as described in
        Section 6.

       

      v.         
        The Company shall mail to holders of 11.0% Cumulative Convertible Preferred
        Shares notice of, or publicly announce (with subsequent prompt notice by
        mail),
        the anticipated effective date of any proposed Fundamental Change at least
        15 days before the anticipated Effective Date of such Fundamental Change.
        In addition, no later than the third Business Day after the completion of
        such
        Fundamental Change, the Company shall publicly announce such
        completion.

       

      vi.         
        For purposes of this Section 6(d), the following terms shall have the following
        meanings:

       

      
        	
                 

              	
                (a)

              	
                “Effective
                  Date of such
                  Fundamental Change” means, with respect to a Fundamental Change,
                  the date on which such Fundamental Change occurs or becomes effective.
                  

              


      

       

      
        	
                 

              	
                (b)

              	
                “Fundamental
                  Change
                  Conversion Date” means, with respect to a Fundamental Change, the
                  date specified as such by the Company in the Fundamental Change
                  Notice
                  delivered pursuant to Section 3(h)(ii), which date shall be a Business
                  Day
                  and shall not be less than 20 days nor more than 35 days after
                  the date on
                  which the Company gives such notice.


              


      

       

      
        	
                 

              	
                (c)

              	
                “Share
                  Price”
                  means, with respect to a Fundamental Change, an amount determined
                  as
                  follows: (1) if the Fundamental Change is a transaction or series
                  of
                  related transactions and the consideration (excluding cash payments
                  for
                  fractional shares or pursuant to statutory 
                  

              


      

       


      
        
          
          

        

        
          A-24

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                appraisal
                  rights) for Common Shares in the Fundamental Change consists solely
                  of
                  cash, then the Share Price will be the cash amount paid per Common
                  Share
                  in the transaction; (2) if the Fundamental Change is a sale,
                  transfer, lease, conveyance or other disposition of property and
                  assets
                  and the consideration paid for the Company’s property and assets (or for
                  the property and assets of the Company and its subsidiaries on
                  a
                  consolidated basis) consists solely of cash, then the Share Price
                  will be
                  the cash amount paid for the Company’s property and assets, expressed as
                  an amount per Common Share outstanding on the Effective Date of
                  such
                  Fundamental Change; and (3) in all other cases, the Share Price
                  will be
                  the average of the Closing Sale Price per Common Share for the
                  five
                  consecutive Trading Days immediately preceding the Effective Date.
                  

              


      

       

      e.           
        Conversion into
        Common
        Shares.  Upon conversion of the 11.0% Cumulative Convertible
        Preferred Shares in accordance with this Certificate of Designation and the
        issuance of a certificate or certificates for the number of Common Shares
        to
        which the 11.0% Cumulative Convertible Preferred Shareholder shall be entitled
        as set forth herein, such 11.0% Cumulative Convertible Preferred Shares shall
        be
        deemed automatically canceled and shall cease to be issued or
        outstanding.  The conversion of 11.0% Cumulative Convertible Preferred
        Shares into Common Shares is hereby authorized and the Common Shares issued
        upon
        conversion shall be fully paid and nonassessable undivided beneficial interests
        in the assets of the Company.  The Company shall at all times reserve
        and keep available out of its authorized but unissued Common Shares, solely
        for
        the purpose of effecting the conversion of the 11.0% Cumulative Convertible
        Preferred Shares, such number of its Common Shares as shall from time to
        time be
        sufficient to effect the conversion of all then outstanding 11.0% Cumulative
        Convertible Preferred Shares; and if at any time the number of authorized
        but
        unissued Common Shares shall not be sufficient to effect the conversion of
        all
        then outstanding 11.0% Cumulative Convertible Preferred Shares, the Company
        and
        the Board shall take such action as may be necessary to increase its authorized
        but unissued Common Shares to such number of Common Shares as shall be
        sufficient for such purposes.

       

      7.           
        TRANSFER
        RESTRICTIONS.

       

      a.           
        Legend.

       

      Any
        11.0%
        Cumulative Convertible Preferred Shares offered in a private offering pursuant
        to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), may
        be offered and sold only to “accredited investors” within the meaning of Rule
        501 under the Securities Act (“Accredited
        Investors”).  Those shares shall be subject to restrictions on
        transfer as set forth in the Trust Agreement (including this Certificate
        of
        Designation) and each such 11.0% Cumulative Convertible Preferred Share
        certificate must contain a legend substantially to the following
        effect:

       

      
        
          
          

        

        
          A-25

          
            

          

        

        
          
          

        

      

      
         

        
                                        
            THE 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES REPRESENTED HEREBY
            HAVE NOT
            BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
            ACT”),
            OR ANY
            STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS, AND
            CENTERLINE HOLDING COMPANY (THE “ISSUER”)
            HAS NOT BEEN
            REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
“INVESTMENT
            COMPANY
            ACT”).  NEITHER SUCH 11.0% CUMULATIVE CONVERTIBLE PREFERRED
            SHARES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD
            OR
            OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
            TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
            REGISTRATION.

        

         

      

      THE
        HOLDER, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, RESELL OR OTHERWISE TRANSFER
        THE 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES REPRESENTED HEREBY, UNLESS
        SUCH 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES NO LONGER CONSTITUTE
“RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT,
        ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
        BEEN
        DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO ONE OR MORE PERSONS,
        EACH OF
        WHICH IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501 UNDER THE SECURITIES
        ACT) THAT IS ACQUIRING SUCH 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES
        FOR
        ITS OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
        IN
        CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR OTHER
        APPLICABLE SECURITIES LAWS OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
        FROM
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE SUBJECT
        TO ANY
        REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF
        SUCH
        ACCREDITED INVESTOR BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL.

       

      TO
        THE
        FULLEST EXTENT PERMITTED BY LAW, ANY TRANSFER IN VIOLATION OF THE FOREGOING
        WILL
        BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO
        TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTION TO
        THE
        CONTRARY TO THE ISSUER, THE TRANSFER AGENT OR ANY INTERMEDIARY.

       

      Furthermore,
        each 11.0% Cumulative Convertible Preferred Share certificate will contain
        a
        legend substantially to the following effect:

       

      THE
        ISSUER WILL FURNISH TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL
        STATEMENT OF (1) ANY RESTRICTIONS, LIMITATIONS, PREFERENCES OR REDEMPTION
        PROVISIONS CONCERNING THE 11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES AND
        (2)
        THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING
        POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, AND OTHER QUALIFICATIONS
        AND TERMS AND CONDITIONS OF REDEMPTION OF THE 11.0% CUMULATIVE CONVERTIBLE
        PREFERRED SHARES, THE DIFFERENCES IN

       


      
        
          
          

        

        
          A-26

          
            

          

        

        
          
          

        

      

       

      THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES
        OF EACH
        SERIES OF SUCH CLASS TO THE EXTENT THEY HAVE BEEN SET, AND THE AUTHORITY
        OF THE
        BOARD OF TRUSTEES OF THE ISSUER TO SET THE RELATIVE RIGHTS AND PREFERENCES
        OF
        SUBSEQUENT SERIES OF 11.0% CUMULATIVE CONVERTIBLE
        PREFERRED SHARES.  11.0% CUMULATIVE CONVERTIBLE PREFERRED SHARES WILL
        BE ISSUED AND MAY BE TRANSFERRED ONLY IN WHOLE SHARES.

       

      8.           
        CAPITALIZED
        TERMS.  Capitalized terms used herein and not otherwise defined
        are used as defined in the Trust Agreement.

       

      9.           
        SECTION
        REFERENCES.  Unless otherwise stated herein, references to
        sections shall be deemed to be references to sections of this Certificate
        of
        Designation.

       

      10.           
        GOVERNING
        LAW.  This Certificate of Designation shall be interpreted in
        accordance with the terms of the State of Delaware (without regard to conflict
        of laws principles), all rights and remedies being governed by such
        laws.

       

      11.           
        CERTIFICATES.  Certificates
        representing 11.0% Cumulative Convertible Preferred Shares shall include
        a
        statement that requires the Company to furnish to any Cumulative Convertible
        Preferred Shareholder, upon request and without charge, a full statement
        of (i)
        any restrictions, limitations, preferences or redemption provisions concerning
        the 11.0% Cumulative Convertible Preferred Shares and (ii) the designations
        and
        any preferences, conversion and other rights, voting powers, restrictions,
        limitations as to distributions, and other qualifications and terms and
        conditions of redemption of such 11.0% Cumulative Convertible Preferred Shares
        and the authority of the Board to set the relative rights and preferences
        of
        subsequent series of 11.0% Cumulative Convertible Preferred
        Shares.  Notwithstanding any other provision of the Trust Agreement or
        the Fifth Amended and Restated Bylaws of the Company (as amended, the “Company Bylaws”) to
        the contrary, a certificate representing 11.0% Cumulative Convertible Preferred
        Shares shall be validly issued upon the manual signature of any one or more
        Managing Trustee.  Such a certificate need not be countersigned and
        registered by the Company’s transfer agent and/or registrar.  The
        Managing Trustees, acting individually or collectively, shall execute and
        deliver certificates representing the 11.0% Cumulative Convertible Preferred
        Shares substantially in the form attached hereto as Exhibit A and incorporated
        herein by reference, together with such modifications thereto as such Managing
        Trustee or Managing Trustees shall approve (notwithstanding any other provision
        of the Trust Agreement or Company Bylaws but subject to the requirements
        set
        forth in this Certificate of Designation), such approval to be conclusively,
        but
        not exclusively, evidenced by the execution and delivery thereof by such
        Managing Trustee or Managing Trustees.  To the extent that this
        Section 11 is inconsistent with the Company Bylaws, in accordance with Article
        XIV of the Company Bylaws, the Company Bylaws, including Article VII of the
        Company Bylaws, shall be deemed amended for the limited purposes set forth
        in
        this Section 11.

       

      12.           
        SEVERABILITY
        OF PROVISIONS.  Each provision of this
        Certificate of Designation shall be considered
        severable and if for
        any reason any provision or provisions herein are determined to be invalid,
        unenforceable or illegal under any existing or future
        law, 

       

      
        
          
            
            

          

          
            A-27

            
              

            

          

          
            
            

          

        

      

      


      such invalidity,
        unenforceability or illegality shall not impair the operation of or affect
        those
        portions of this Certificate of Designation which are valid, enforceable
        and
        legal.


       

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          A-28

          
            

          

        

        
          
          

        

      


      ANNEX
        TO

      CERTIFICATE
        OF
        DESIGNATION

       

      NOTICE
        OF
        CONVERSION

       

      To:          Centerline
        Holding Company

       

      Reference
        is made to that certain Certificate of Designation of 11.0% Cumulative
        Convertible Preferred Shares, Series A-1 (the “11.0%
        Designation”).  Capitalized terms used but not defined herein
        have the meanings set forth in the 11.0% Designation.  Pursuant to the
        11.0% Designation, the undersigned, being a holder of 11.0% Cumulative
        Convertible Preferred Shares (an “Exercising Holder”),
        hereby elects to exercise its conversion rights as to a portion or portions
        of
        its 11.0% Cumulative Convertible Preferred Shares, all as specified opposite
        its
        signature below:

       

      Dated:

       

       

       

       

       

       

      
        	
                 

                EXERCISING
                  HOLDER

                
                

              	
                NUMBER
                  OF 11.0%
CUMULATIVE
CONVERTIBLE
PREFERRED SHARES,
SERIES A-1
                  TO BE
CONVERTED TO
COMMON
                  SHARES

              
	
                Name

              	
                Signature

              


      

      


      
      

      
        	 	 	
                 
                  

                

              


      

      
 
 

    

    
      
        
        

      

      
        A-29

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    
       

    

    
      
        REGISTRATION
          RIGHTS
          AGREEMENT

         

        This
          REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
          is entered into as of January 25, 2008, by and between Centerline Holding
          Company, a statutory trust formed under the laws of the State of Delaware
          (the
“Company”),
          and Related Special Assets LLC, a Delaware limited liability company (the
“Holder”).

         

        Recitals

         

        WHEREAS,
          pursuant to the terms of that certain securities purchase agreement, dated
          as of
          the date hereof, among the Company and the Holder (the “Securities
          Purchase Agreement”), the Company has agreed to sell to the Holder and
          the Holder has agreed to purchase from the Seller 11,216,628 11.0% Cumulative
          Convertible Preferred Shares, Series A-1 of the Company (the “Convertible
          Preferred Shares”); and

         

        WHEREAS,
          in order to induce the Holder to consummate the transactions contemplated
          by the
          Securities Purchase Agreement, the Company has agreed to grant to the Holder
          the
          registration rights set forth in this Agreement.

         

        NOW,
          THEREFORE, the parties hereto, in consideration of the foregoing, the mutual
          covenants and agreements hereinafter set forth, and other good and valuable
          consideration, the receipt and sufficiency of which hereby are acknowledged,
          hereby agree as follows:

         

        Section
          1. Definitions.

         

        Capitalized
          terms used, but not otherwise defined herein, shall have the meanings assigned
          to such terms in the Securities Purchase Agreement.  As used in this
          Agreement, the following capitalized defined terms shall have the following
          meanings:

         

        “Agent”
          means the principal placement agent on an agented placement of Registrable
          Securities.

         

         “Agreement”
          has the meaning set forth in the Preamble.

         

        “Business
          Day” shall
          mean
          a day other than a Saturday, Sunday or other day on which banking institutions
          in New York, New York are permitted or required by any applicable law to
          close.

         

        “Commission”
          shall mean the Securities and Exchange Commission.

         

        “Common
          Shares” shall mean the common shares of beneficial interest of the
          Company.

         

        “Company”
          shall have the meaning set forth in the Preamble and also shall include
          the
          Company’s successors.

         

         

        
          
            
            

          

          
            B-1

            
              

            

          

          
            
            

          

        

         

        “Conversion
          Shares” shall mean the Common Shares issued or issuable, as applicable,
          upon conversion of the Convertible Preferred Shares.

         

        “Convertible
          Preferred Shares” shall have the meaning set forth in the
          Recitals.

         

        “Exchange
          Act” shall mean the Securities Exchange Act of 1934, as amended from
          time
          to time.

         

        “Existing
          Registration Rights” shall mean the registration rights contained in the
          Registration Rights Agreement, dated as of November 17, 2003, by and among
          CharterMac, APH Associates L.P., DLK Associates L.P, Marc Associates, L.P.,
          Related General II, L.P., Stephen M. Ross, SJB Associates L.P., J. Michael
          Fried
          and Fried Family 2001 Trust and the Registration Rights Agreement, dated
          as of
          August 15, 2006, by and among CharterMac, CM ARCap Investors LLC, Leonard
          W.
          Cotton and James L. Duggins.

         

        “Holdback
          Period”
shall have the meaning set forth in Section 4(d).

         

         “Holder”
          shall have the meaning set forth in the Preamble, and shall include the
          transferee of any such Person’s Registrable Securities acquiring rights in
          accordance with Section 8(i) hereof whenever such Person owns of record
          Registrable Securities.  If the Company receives conflicting
          instructions, notices or elections from two or more Persons with respect
          to the
          same Registrable Securities, the Company may act upon the basis of the
          instructions, notice or election received from the registered owner of
          such
          Registrable Securities.

         

        “Independent
          Trustees” shall have the same meaning as in the Second Amended and
          Restated Trust Agreement of the Company dated as of November 17, 2003,
          as
          amended.

         

        “Majority
          Selling
          Holders” means those Selling Holders whose Registrable Securities
          included in such Registration Statement represent a majority of the Registrable
          Securities of all Selling Holders included therein.

         

         “NASD”
          shall mean the National Association of Securities Dealers, Inc.

         

        “Person”
          shall mean an individual, partnership, corporation, limited liability company,
          trust, estate, or unincorporated organization, or other entity, or a government
          or agency or political subdivision thereof.

         

        “Prospectus”
          shall mean the prospectus included in a Registration Statement, including
          any
          preliminary prospectus, and any such prospectus as amended or supplemented
          by
          any prospectus supplement or free-writing prospectus with respect to the
          terms
          of the offering of any portion of the Registrable Securities covered by
          a
          Shelf

         

         

        
          
            
            

          

          
            B-2

            
              

            

          

          
            
            

          

        

         

        Registration
          Statement, and by all other amendments and supplements to such prospectus,
          including post-effective amendments, and in each case including all material
          incorporated by reference therein.

         

        “Registrable
          Securities” shall mean (i) the Convertible Preferred Shares and
          Conversion Shares; (ii) any Common Shares or other securities issued as (or
          issuable upon the conversion or exercise of any warrant, right or other
          security
          which is issued as) a dividend or other distribution with respect to, or
          in
          exchange by the Company generally for, or in replacement by the Company
          generally of, any Convertible Preferred Shares or Conversion Shares;
          (iii) any securities issued pursuant to a stock split or a reclassification
          of, or in substitution for, any Convertible Preferred Shares or Conversion
          Shares; and (iv) any securities issued in exchange for the Convertible
          Preferred Shares or Conversion Shares in any merger, combination or
          reorganization of the Company; provided, however,
          that
          Registrable Securities shall not include any securities which have theretofore
          been registered and sold pursuant to the Securities Act or which have been
          sold
          to the public pursuant to Rule 144 or any similar rules promulgated by
          the
          Commission pursuant to the Securities Act or are eligible for sale pursuant
          to
          Rule 144(k).  For purposes of this Agreement, a Person will be deemed
          to be a Holder of Registrable Securities whenever such Person has the
          then-existing right to acquire such Registrable Securities (by conversion,
          exchange, purchase or otherwise), whether or not such acquisition has actually
          been effected and whether or not the Company or any other Person has the
          right
          to redeem the securities exchangeable for the Registrable Securities in
          lieu of
          issuing the Registrable Securities.

         

        “Registration
          Statement” or “Shelf
          Registration Statement” shall mean a "shelf" registration statement of
          the Company pursuant to the requirements of the Securities Act which covers
          the
          issuance or resale of the Registrable Securities on Form S-3 or such other form as the
          Company is
          eligible to use under Rule 415 promulgated under the Securities Act, or
          any similar rule that may be adopted by the Commission, and all amendments
          and
          supplements to such registration statement, including post-effective amendments,
          in each case including the Prospectus, all exhibits thereto and all materials
          incorporated by reference therein, and including any information deemed
          to be a
          part thereof as of the time of effectiveness pursuant to Rule 430A, 430B
          or
          430C.

         

         “Rule
          144”
and “Rule
          145” shall mean Rule 144 and Rule 145 promulgated under the Securities
          Act, and any successor rule or regulation under the Securities Act.

         

        “Securities
          Act” shall mean the Securities Act of 1933, as amended from time to time,
          and any successor act.

         

        “Securities
          Purchase Agreement” shall have the meaning set forth in the
          Recitals.

         

         

        
          
            
            

          

          
            B-3

            
              

            

          

          
            
            

          

        

         

        “Selling
          Holders” means, with respect to a specified Registration Statement
          pursuant to this Agreement, the Holders whose Registrable Securities are
          included in such Registration Statement.

         

        “Transfer”
          means and includes the act of selling, giving, transferring, creating a
          trust
          (voting or otherwise), assigning or otherwise disposing of (other than
          pledging,
          hypothecating or otherwise transferring as security or any transfer upon
          any
          merger or consolidation) (and correlative words shall have correlative
          meanings); provided, however,
          that any
          transfer or other disposition upon foreclosure or other exercise of remedies
          of
          a secured creditor after an event of default under or with respect to a
          pledge,
          hypothecation or other transfer as security shall constitute a
          Transfer.

         

        “Underwriters’Representative”
          means the managing underwriter, or, in the case of a co-managed underwriting,
          the managing underwriter designated as the Underwriters’ Representative by the
          co-managers; provided, that the managing underwriter shall be subject to
          the
          approval of not less than a majority of the Independent Trustees.

         

        “Underwritten
          Offering” shall have the meaning set forth in Section 4(d).

         

        Section
          2.   
(a)
Shelf
          Registration Under the
          Securities Act.  Not later than ninety (90) days after the date
          of this Agreement, the Company shall file a Shelf Registration Statement
          providing for the sale by the Holders of the Registrable Securities. If
          the
          Company is (i) a "well-known seasoned issuer", the Shelf Registration Statement
          shall be immediately effective pursuant to Rule 462 or (ii) not a "well-known
          seasoned issuer," the Company will use its commercially reasonable efforts
          to
          cause such Shelf Registration Statement to be declared effective by the
          Commission as soon as practicable.  The Company agrees to use its
          commercially reasonable efforts to keep the Shelf Registration Statement
          continuously effective with respect to such Registrable Securities for
          a period
          expiring on the date on which all of the Registrable Securities covered
          by the
          Shelf Registration Statement have been sold pursuant to the Shelf Registration
          Statement or the Holders of such Registrable Securities are eligible to
          sell
          such Registrable Securities pursuant to Rule 144(k) promulgated under the
          Securities Act and further agrees during such period to supplement or amend
          the
          Shelf Registration Statement, if and as required by the rules, regulations
          or
          instructions applicable to the registration form used by the Company for
          such
          Shelf Registration Statement or by the Securities Act or by any other rules
          and
          regulations thereunder for a shelf registration to the extent necessary
          to
          ensure that it is available for resales by the Holders of the Registrable
          Securities. Notwithstanding the foregoing, (i) the Company shall not be
          required
          to file a Registration Statement at any time prior to the earlier of (A)
          the
          completion of the Rights Offering and (B) 270 days from the date hereof;
          and
          (ii) the Company shall not be required to file a Registration Statement
          or to
          keep a Registration Statement effective and shall be permitted to suspend
          the
          use of any then effective Registration Statement if the Chief Executive
          Officer
          or the Chief Financial Officer of the Company certifies to the

         

         

        
          
            
            

          

          
            B-4

            
              

            

          

          
            
            

          

        

         

        Holders
          in writing of the existence of circumstances relating to a material pending
          development, including, but not limited to a pending or contemplated material
          acquisition or merger or other material transaction or event, which would
          require additional disclosure by the Company in the Registration Statement
          of
          previously non-public material information which the Company in its good
          faith
          judgment has a bona fide business purpose for keeping confidential and
          the
          nondisclosure of which in the Registration Statement might cause the
          Registration Statement to fail to comply with applicable disclosure
          requirements; provided, however,
          that the
          Company may not delay, suspend or withdraw a Registration Statement for
          such
          reason for more than sixty (60) days or more often than twice during any
          period
          of twelve (12) consecutive months. The Company is not required to file
          a
          separate Registration Statement, but may file one Registration Statement
          covering the Registrable Securities held by more than one Holder.

         

        (b)
Incidental
          Registration.  If the Company proposes to file a registration
          statement under the Securities Act (other than a registration statement
          on a
          Form S-4 or S-8 or filed in connection with an exchange offer or an offering
          of
          securities solely to the Company’s existing shareholders or pursuant to Rule 415
          under the Securities Act (or any substitute form or rule, respectively,
          that may
          be adopted by the Commission)) in an underwritten offering on any form
          that
          would also permit the registration of the Registrable Securities, and such
          filing is to be solely on  behalf of selling holders of its securities
          for the general registration of Common Shares to be sold for cash, subject
          to
          the Existing Registration Rights, the Company shall promptly give each
          Holder
          written notice of such registration setting forth the date on which the
          Company
          proposes to file such registration statement and advising each Holder of
          its
          right to have Registrable Securities included in such
          registration.  Upon the written request of any Holder received by the
          Company within ten (10) Business Days following the date of the Company’s
          notice, the Company shall use its commercially reasonable efforts to cause
          to be
          registered under the Securities Act all of the Registrable Securities that
          each
          such Holder has requested to be registered.  The Company shall have
          the absolute right to withdraw or cease to prepare or file any registration
          statement for any offering referred to in this Section 2(b) without any
          obligation or liability to any Holder.  The Company shall not be
          required to include any Holder’s Registrable Securities in any underwriting
          pursuant to this Section 2(b) unless such holder accepts the terms of the
          underwriting agreement as agreed to between the Company and the
          underwriters.  If, in the opinion of the Underwriters’ Representative,
          the amount of Registrable Securities requested to be included in such
          registration would materially adversely affect such offering, or the timing
          or
          distribution thereof, then the Company will include in such registration,
          to the
          extent the number of Registrable Securities requested to be included in
          such
          registration can be sold without having the adverse effect referred to
          above (in
          the opinion of the Underwriters’ Representative), the number of Registrable
          Securities requested to be included in such registration by the Holders
          pursuant
          to this Section 2 and all securities offered for the account of other
          Persons, such amount to be allocated pro rata  among all requesting
          Holders and other Persons on the basis of the relative number

         

         

        
          
            
            

          

          
            B-5

            
              

            

          

          
            
            

          

        

         

        of
          Registrable Securities and securities requested to be registered by each
          such
          Holder and other Person.

         

        Section
          3.              
          Registration
          Procedures.

         

        (a)  
 Obligations
          of the
          Company. In connection with the obligations of the Company with respect
          to the Registration Statement required to be filed pursuant to Section
          2 hereof,
          the Company shall, to the extent applicable, use its commercially reasonable
          efforts to:

         

        (i) Prepare
          and file with the Commission within the time period for such filing set
          forth in
          Section 2 hereof, a Shelf Registration Statement with respect to such
          Registrable Securities (which Registration Statement shall be available
          for the
          Selling Holders' intended method or methods of distribution and shall comply
          in
          all material respects with the requirements of the applicable form and
          include
          all financial statements required by the Commission to be filed therewith)
          and,
          if not effective on filing, use commercially reasonable efforts to cause
          such
          Registration Statement to become effective.

         

        (ii) Notify
          each Selling Holder when the Registration Statement and any post-effective
          amendments and supplements thereto are declared effective.

         

        (iii) Notify
          each Selling Holder of the receipt of any comments from the Commission
          with
          respect to the Shelf Registration Statement and, subject to Section 2,
          respond
          to such comments and prepare and file with the Commission, if necessary,
          such
          amendments and supplements to such Registration Statement and the Prospectus
          used in connection with such Registration Statement or any document incorporated
          therein by reference or file any other required document as may be necessary
          to
          comply with the provisions of the Securities Act and rules thereunder,
          including
          the filing of a supplemental Prospectus pursuant to Securities Act Rule
          424 or
          any free-writing prospectus pursuant to Rule 433, with respect to the
          disposition of all securities covered by such Registration Statement and
          the
          instructions applicable to the registration form used by the Company. In
          the
          event that any Registrable Securities included in a Registration Statement
          subject to, or required by, this Agreement remain unsold at the end of
          the
          period during which the Company is obligated to maintain the effectiveness
          of
          such Registration Statement, the Company may file a post-effective amendment
          to
          the Registration Statement for the purpose of removing such securities
          from
          registered status.

         

        (iv) Furnish
          to each Selling Holder of Registrable Securities, without charge, such
          numbers
          of copies of the Registration Statement, any amendment thereto, the Prospectus,
          including each preliminary Prospectus and any amendments or supplements
          thereto,
          in each case in conformity with the requirements of the Securities Act
          and the
          rules thereunder, and such other related

         

         

        
          
            
            

          

          
            B-6

            
              

            

          

          
            
            

          

        

         

        documents
          as any such Selling Holder may reasonably request in order to facilitate
          the
          disposition of Registrable Securities owned by such Selling Holder.

         

        (v) Register
          and qualify the Registrable Securities covered by such Registration Statement
          under such other securities or blue sky laws of such states or jurisdictions
          in
          the United States as shall be reasonably requested by any Selling Holder
          and to
          keep such qualification effective during the period such Registration Statement
          is effective and obtain the withdrawal of any order suspending the effectiveness
          of a Registration Statement, or the lifting of any suspension of the
          qualification (or exemption from qualification) of the offer and transfer
          of any
          of the Registrable Securities in any jurisdiction, at the earliest possible
          moment; provided, however, that the Company shall not be required in connection
          therewith or as a condition thereto to (i) qualify to do business or register
          as
          a broker or dealer in any such jurisdiction where it would not otherwise
          be
          required to qualify or register but for this Section 3(a)(v), (ii) subject
          itself to taxation in any such jurisdiction, or (iii) to file a general
          consent
          to service of process in any such states or jurisdictions.

         

        (vi) In
          the
          event of any underwritten or agented offering, enter into and perform the
          Company’s obligations under an underwriting or agency agreement (including
          indemnification and contribution obligations of underwriters or agents
          and
          representations and warranties by the Company to the underwriters), in
          usual and
          customary form, with the managing underwriter or underwriters of or agents
          for
          such offering and use its commercially reasonable efforts to obtain executed
          lock-up agreements from the officers and directors of the Company, if requested
          by the underwriters. The Company shall also reasonably cooperate with the
          Majority Selling Holders and the Underwriters’ Representative or Agent for such
          offering in the marketing of the Registrable Shares, including making available
          the Company’s officers, accountants, counsel, premises, books and records for
          such purpose, but the Company shall not be required to incur any material
          out-of-pocket expense pursuant to this sentence and shall not be required
          to
          conduct a road-show in connection therewith.

         

        (vii) Notify
          each Selling Holder of any stop order suspending the effectiveness of a
          Registration Statement issued or for the issuance of which proceedings
          have been
          instituted, or, to the extent the Company has actual knowledge thereof,
          threatened to be issued by the Commission in connection therewith and take
          all
          commercially reasonable actions required to prevent the entry of such stop
          order
          or to remove it if entered.

         

        (viii) Notify
          each Selling Holder of the happening of any transaction or event during
          the
          period a Registration Statement is effective as a result of which the
          Registration Statement or the related Prospectus contains any untrue
          statement of
          a
          material fact or omits to state any material fact required to be stated
          therein
          or 

         

         

        
          
            
            

          

          
            B-7

            
              

            

          

          
            
            

          

           

          necessary
            to make the statements therein, in light of the circumstances under which
            they
            were made (in the case of any Prospectus), not misleading.

        

         

        (ix) Make
          generally available to the Company's security holders copies of an earnings
          statement satisfying the provisions of Section 11(a) of the Securities
          Act no
          later than ninety (90) days following the end of the 12-month period beginning
          with the first month of the Company's first fiscal quarter commencing after
          the
          effective date of the Registration Statement filed pursuant to this
          Agreement.

         

        (x) Make
          available for inspection by any Selling Holder, any underwriter participating
          in
          such offering and the representatives of such Selling Holder (but not more
          than
          one firm of counsel to such Selling Holders), all financial and other
          information as shall be reasonably requested by them, and provide the Selling
          Holders, any underwriter participating in such offering and the representatives
          of such Selling Holders and Underwriters’ Representative the opportunity to
          discuss the business affairs of the Company with its principal executives
          and
          independent public accountants who have certified the audited financial
          statements included in such Registration Statement, in each case all as
          reasonably necessary to enable them to exercise their due diligence
          responsibility under the Securities Act; provided, however, that information
          that the Company determines, in good faith, to be confidential and which
          the
          Company advises such Person in writing is confidential shall not be disclosed
          unless such Person signs a confidentiality agreement reasonably satisfactory
          to
          the Company, or the related Selling Holder of Registrable Securities agrees
          to
          be responsible for such Person's breach of confidentiality on terms reasonably
          satisfactory to the Company.

         

        (xi) In
          the
          event of any underwritten or agented offering, obtain a so-called “comfort
          letter” from the Company’s independent public accountants, and legal opinions of
          counsel to the Company addressed to the underwriter participating in such
          offering, in customary form and covering such matters of the type customarily
          covered by such letters, and in a form that shall be reasonably satisfactory
          to
          the Underwriters’ Representative.  Delivery of any such opinion or
          comfort letter shall be subject to the recipient furnishing such written
          representations or acknowledgements as are required or customarily provided
          by
          selling shareholders who receive such comfort letters or opinions.

         

        (xii) Cause
          the
          Company’s officers, employees, accountants and counsel, as applicable, to
          participate in, and to otherwise facilitate and cooperate with the preparation
          of a Prospectus and to participate in drafting sessions and due diligence
          sessions, as applicable.

         

        (xiii) Provide
          and cause to be maintained a transfer agent and registrar for all Registrable
          Securities covered by such Registration Statement from and after a date
          not
          later than the effective date of such Registration Statement.

         

         

         

        
          
            
            

          

          
            B-8

            
              

            

          

          
            
            

          

        

         

        (xiv) Cause
          the
          Registrable Securities covered by such Registration Statement if similar
          securities of the Company are then listed on a securities exchange or included
          for quotation in a recognized trading market, to be so listed or included
          for so
          long as such similar securities of the Company are so listed or
          included.

         

        (xv) Provide
          a
          CUSIP number for the Registrable Securities if not the Company Common Shares
          prior to the effective date of the first Registration Statement including
          Registrable Securities.

         

        (xvi)  Promptly
          as practicable file a new
          Registration Statement and use commercially reasonable efforts to cause
          such
          Registration Statement to be declared effective if the Company’s previously
          filed Registration Statement is no longer effective or the Company is ineligible
          to use the filed Registration Statement (except solely due to the unavailability
          of audited financial statements at the end of the Company’s fiscal year) to
          permit the Holders to resell the Registrable Securities and the Company
          is still
          obligated to maintain the effectiveness of the Registration
          Statement.

         

        (xvii) Take
          such
          other actions as are reasonably required in order to expedite or facilitate
          the
          disposition of Registrable Securities included in each such Registration
          Statement.

         

        (b)           
          Holders’
Obligations. It
          shall be a condition precedent to the obligations of the
          Company to take any action pursuant to Sections 2 and 3 hereof with respect
          to
          the Registrable Securities of any Selling Holder of Registrable Securities
          that
          such Selling Holder shall furnish to the Company such information regarding
          such
          Selling Holder, the number of the Registrable Securities owned by it, and
          the
          intended method of disposition of such Registrable Securities as shall
          be
          required to effect the registration of such Selling Holder's Registrable
          Securities, and to cooperate with the Company in preparing such Registration
          Statement.

         

        Section
          4.               Agreements
          of Selling
          Holder. In connection with any Registration Statement pursuant to Section
          2 hereof, each Selling Holder agrees, as applicable:

         

        (a)  
to
          execute the underwriting agreement, if any, agreed to by the Majority Selling
          Holders or the Company, as the case may be;

         

        (b)  
that
          it
          will not offer or sell its Registrable Securities under the Registration
          Statement until it has received copies of the supplemented or
          amended Prospectus
          contemplated by Section 3(a)(iii) hereof and receives notice that any
          post-effective amendment (if required) has become effective; 

         

        (c)           
          that,
          upon receipt of any notice from the Company of the happening of any transaction
          or occurrence of any event of the kind specified in Sections


         

         

        
          
            
            

          

          
            B-9

            
              

            

          

          
            
            

          

        

         

        2,
          3(a)(iii) or 3(a)(viii), such Holder will forthwith discontinue disposition
          of
          Registrable Securities pursuant to a Registration Statement until the Holder
          receives copies of the supplemented or amended Prospectus contemplated
          by
          Section 3(a)(iii) hereof and receives notice that any post-effective amendment
          (if required) has become effective or until it is advised in writing by
          the
          Company that the use of the applicable Prospectus and Registration Statement
          may
          be resumed, and, if so directed by the Company, the Holder will deliver
          to the
          Company (at the expense of the Company) all copies in its possession, other
          than
          permanent file copies then in such Holder's possession, of the Registration
          Statement and Prospectus covering such Registrable Securities current
          immediately preceding the time of receipt of such notice;
          and

         

        (d)       
          that
          upon
          the receipt of notice from the Company, as requested by the managing underwriter
          or underwriters of a public offering of the Company’s Common Shares, or other
          securities convertible into, or exercisable or exchangeable for, the Company’s
          Common Shares, that is underwritten on a firm commitment basis for the
          account
          of the Company (an “Underwritten
          Offering”), the Holders shall not effect any public or private sale or
          distribution, including sales pursuant to Rule 144 of the Securities Act
          of any
          of the Company’s Common Shares, or any securities convertible into or
          exchangeable or exercisable for such securities, including, but not limited
          to,
          the Convertible Preferred Shares, during the period (the “Holdback
          Period”) beginning fourteen (14) days prior to, and ending ninety (90)
          days after, the effective date of the Registration Statement relating to
          such
          Underwritten Offering; provided, however, that the aggregate number of
          days
          during which one or more Holdback Periods are in effect shall not exceed
          one
          hundred twenty (120) days during any period of twelve (12) consecutive
          months.

         

        Section
          5.               
          Expenses of
          Registration. The Company shall bear and pay all expenses incurred in
          connection with any registration, filing, or qualification of Registrable
          Securities with respect to the Registration Statement pursuant to Section
          2,
          including all registration, exchange listing, accounting, filing and NASD
          fees,
          all fees and expenses of complying with securities or blue sky laws, all
          word
          processing, duplicating and printing expenses, messenger and delivery expenses,
          the reasonable fees and disbursements of counsel for the Company, and of
          the
          Company’s independent public accountants, including the expenses of “comfort
          letters” required by or incident to such performance and compliance and
          reasonable fees and disbursements of one firm of counsel for the Holders
          (selected by the Selling Holders who constitute Majority Selling
          Holders).  The Holders shall be responsible for any underwriting
          discounts and commissions and taxes of any kind (including, without limitation,
          transfer taxes) relating to any disposition, sale or transfer of Registrable
          Securities.

         

        Section
          6.              
          Indemnification;
          Contribution.

         

        (a)            Indemnification
          by the
          Company. If any Registrable Securities are included in a Registration
          Statement under this Agreement:

         

         

        
          
            
            

          

          
            B-10

            
              

            

          

          
            
            

          

        

         

              
          (i)  To
          the
          extent permitted by applicable law, the Company shall indemnify and hold
          harmless each Selling Holder, each Person, if any, who controls such Selling
          Holder within the meaning of the Securities Act, and each officer, director,
          trustee, partner, member, and employee of such Selling Holder and such
          controlling Person, against any and all losses, claims, damages, liabilities
          and
          expenses (joint or several), including reasonable attorneys’ fees and
          disbursements and expenses of investigation, incurred by such party arising
          out
          of or based upon any of the following statements, omissions or violations
          (collectively, a “Violation”):

         

        (A)     Any
          untrue statement or alleged untrue statement of a material fact contained
          in
          such Registration Statement, including any preliminary prospectus or final
          prospectus contained therein, or any amendments or supplements thereto
          or any
          document incorporated by reference therein;

         

        (B)     Any
          omission or alleged omission to state therein a material fact required
          to be
          stated therein, or necessary to make the statements therein (in light of
          the
          circumstances under which they were made in the case of any prospectus)
          not
          misleading; or

         

        (C)     Any
          violation or alleged violation by the Company of the federal securities
          laws,
          any applicable state securities law or any rule or regulation promulgated
          under
          the Securities Act, the Exchange Act or any applicable state securities
          law  in connection with the Registrable Securities to this
          Agreement;

         

        provided,
however,
          that the
          indemnification required by this Section 6(a) shall not applyto
          amounts paid in settlement of any such loss, claim, damage, liability or
          expense
          if such

        settlement
          is effected without the consent of the Company, which consent shall not
          be
          unreasonably withheld, nor shall the Company be liable in any such case
          for any
          such

        loss,
          claim, damage, liability or expense to the extent that it arises out of
          or is
          based upon a
          Violation made in reliance upon and in conformity with written information
          furnished to the Company by a Holder, underwriter or the indemnified party
          expressly for use in connection with such registration. The Company shall
          also
          indemnify underwriters participating in the distribution of the Registrable
          Securities, their officers, directors, agents and employees and each Person,
          if
          any, who controls such Persons (within the meaning of Section 15 of the
          Securities Act or Section 20 of the Exchange Act) to the same extent as
          provided
          above with respect to the indemnification of the Selling Holders.

         

                                       
          (b)    Indemnification
          by
          Holder. If any of a Selling Holder’s Registrable Securities are included
          in a Registration Statement under this Agreement, to the extent permitted
          by
          applicable law, such selling Holder shall indemnify and hold harmless the
          Company, each of its trustees, officers, employees and agents, each Person,
          if
          any, who  controls the Company within the meaning of Section 15 of the
          Securities Act or Section 

         

         

        
          
            
            

          

          
            B-11

            
              

            

          

          
            
            

          

        

         

        20
          of the
          Exchange Act, any other Selling Holder, any controlling Person of any such
          other
          selling Holder and each officer, director, partner, and employee of such
          other
          Selling Holder and such controlling Person, against any and all losses,
          claims,
          damages, liabilities and expenses (joint and several), including reasonable
          attorneys’ fees and disbursements and expenses of investigation, incurred by
          such party arise out of or are based upon any untrue statement or alleged
          untrue
          statement of a material fact contained in the applicable Registration Statement,
          including any preliminary prospectus or final prospectus contained therein,
          or
          any amendments or supplements thereto or any document incorporated by reference
          therein or any omission or alleged omission to state therein a material
          fact
          required to be stated therein, or necessary to make the statements therein
          (in
          light of the circumstances under which they were made in the case of any
          prospectus) not misleading or any violation or alleged violation by any
          Holder
          or underwriter of the federal securities laws, any applicable state securities
          law or any rule or regulation promulgated under the Securities Act, the
          Exchange
          Act or any applicable state securities law, but only to the extent, that
          such
          untrue statement or omission had been contained in any information furnished
          by
          such Selling Holder to the Company expressly for use in connection with
          such
          registration; provided, however,
          that (x) the
          indemnification required by this Section 6(b) shall not apply to amounts
          paid in
          settlement of any such loss, claim, damage, liability or expense if settlement
          is effected without the consent of the relevant Selling Holder of Registrable
          Securities, which consent shall not be unreasonably withheld, and (y) in
          no
          event shall the amount of any indemnity under this Section 6(b) exceed
          the gross
          proceeds from the applicable offering received by such Selling Holder.
          In no
          event shall a Holder be jointly liable with any other Holder as a result
          of its
          indemnification obligations.

         

        (c)    
Conduct
          of Indemnification
          Proceedings. Promptly after receipt by an indemnified party under this
          Section 6 of notice of the commencement of any action, suit, proceeding,
          investigation or threat thereof made in writing for which such indemnified
          party
          may make a claim under this Section 6, such indemnified party shall deliver
          to
          the indemnifying party a written notice of the commencement thereof and
          the
          indemnifying party shall have the right to participate in, and, to the
          extent
          the indemnifying party so desires, jointly with any other indemnifying
          party
          similarly noticed, to assume the defense thereof with counsel retained
          by the
          indemnifying party (in which case the indemnifying party shall not thereafter
          be
          responsible for the fees and expenses of any separate counsel retained
          by the
          indemnified party or parties); provided, however,
          that such
          counsel shall be reasonably satisfactory to the indemnified party. The
          failure
          to deliver written notice to the indemnifying party within a reasonable
          time  following the commencement of any such action, if not otherwise
          known by the indemnifying party, shall relieve such indemnifying party
          of any
          liability to the indemnified party under this Section 6, to the extent
          of any
          material prejudice or

        forfeiture
          of substantial rights or defenses resulting therefrom but shall not relieve
          the
          indemnifying party of any liability that it may have to any indemnified
          party
          otherwise than pursuant to this Section 6. Any fees and expenses incurred
          by the
          indemnified party (including any fees and expenses incurred in connection
          with
          investigating or preparing 

         

         

        
          
            
            

          

          
            B-12

            
              

            

          

          
            
            

          

        

         

        to
          defend
          such action or proceeding) shall be paid to the indemnified party, as incurred,
          within thirty (30) days of written notice thereof to the indemnifying party
          so
          long as such indemnified party shall have provided the indemnifying party
          with a
          written undertaking to reimburse the indemnifying party for all amounts
          so
          advanced if it is ultimately determined that the indemnified party is not
          entitled to indemnification hereunder. Any such indemnified party shall
          have the
          right to employ separate counsel in any such action, claim or proceeding
          and to
          participate in the defense thereof, but the fees and expenses of such counsel
          shall be the expenses of such indemnified party unless (i) the indemnifying
          party has agreed to pay such fees and expenses, (ii) the indemnifying party
          shall have failed to assume the defense of such action, claim or proceeding
          in a
          timely manner or (iii) the named parties to any such action, claim or proceeding
          (including any impleaded parties) include both such indemnified party and
          the
          indemnifying party, and such indemnified party shall have been advised
          by
          counsel that there may be one or more legal defenses available to it which
          are
          different from or in addition to those available to the indemnifying party
          (in
          which case, if such indemnified party notifies the indemnifying party in
          writing
          that it elects to employ separate counsel at the expense of the indemnifying
          party, the indemnifying party shall not have the right to assume the defense
          of
          such action, claim or proceeding on behalf of such indemnified party, it
          being
          understood, however, that the indemnifying party shall not, in connection
          with
          any one such action, claim or proceeding or separate but substantially
          similar
          or related actions, claims or proceedings in the same jurisdiction arising
          out
          of the same general allegations or circumstances, be liable for the reasonable
          fees and expenses of more than one additional firm of attorneys (together
          with
          appropriate local counsel) at any time for all such indemnified parties).
          No
          indemnifying party shall be liable to an indemnified party for any settlement
          of
          any action, proceeding or claim without the written consent of the indemnifying
          party, which consent shall not be unreasonably withheld.

         

        (d)  
 Contribution.
          If the
          indemnification required by this Section 6 from the indemnifying party
          is
          unavailable to an indemnified party hereunder in respect of any losses,
          claims,
          damages, liabilities or expenses referred to in this Section 6:

         

                       
          (i)  
          The
          indemnifying party, in lieu of indemnifying such indemnified party, shall
          contribute to the amount paid or payable by such indemnified party as a
          result
          of such losses, claims, damages, liabilities or expenses in such proportion
          as
          is appropriate to reflect the relative fault of the indemnifying party
          and
          indemnified parties in connection with the actions which resulted in such
          losses, claims, damages, liabilities or expenses, as well as any other
          relevant
          equitable considerations. The relative fault of such indemnifying party
          and
          indemnified parties shall be determined by reference to, among other things,
          whether any action
          has been committed by, or relates to information supplied by, such indemnifying
          party or indemnified parties, and the parties’ relative intent, knowledge,
          access to information and opportunity to correct or prevent such action.
          The
          amount paid or payable by a party as a result of the losses, claims, damages,
          liabilities and expenses referred to above shall be deemed to include,
          

         

         

        
          
            
            

          

          
            B-13

            
              

            

          

          
            
            

          

        

         

        subject
          to the limitations set forth in Section 6(a) and Section 6(b), any legal
          or
          other fees or expenses reasonably incurred by such party in connection
          with any
          investigation or proceeding.

         

                      
          (iii)  
          The
          parties hereto agree that it would not be just and equitable if contribution
          pursuant to this Section 6(d) were determined by pro rata allocation or
          by any
          other method of allocation which does not take into account the equitable
          considerations referred to in Section 6(d)(i). No Person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the Securities
          Act)
          shall be entitled to contribution from any Person who was not guilty of
          such
          fraudulent misrepresentation.

         

        (e)           
          Full
          Indemnification. If indemnification is available under this Section 6,
          the indemnifying parties shall indemnify each indemnified party to the
          full
          extent provided in this Section 6 without regard to the relative fault
          of such
          indemnifying party or indemnified party or any other equitable consideration
          referred to in Section 6(d)(i) hereof.

         

        (f)            
          Survival. The
          obligations of the Company and the Selling Holders of Registrable Securities
          under this Section 6 shall survive the completion of any offering of Registrable
          Securities pursuant to a Registration Statement under this Agreement, and
          otherwise.

         

        Section
          7.               
          Covenants of
          the
          Company.  The Company hereby agrees and covenants that it shall
          file as and when applicable, on a timely basis, all reports required to
          be filed
          by it under the Securities Act and the Exchange Act.  If the Company
          is not required to file reports pursuant to the Exchange Act, upon the
          request
          of any Holder of Registrable Securities, the Company shall make publicly
          available the information specified in subparagraph (c)(2) of Rule
          144.  The Company shall take such further action as may be reasonably
          required from time to time and as may be within the reasonable control
          of the
          Company, to enable the Holders to Transfer Registrable Securities without
          registration under the Securities Act within the limitation of the exemptions
          provided by Rule 144 or any similar rule or regulation hereafter adopted
          by the
          Commission.

         

        In
          connection with any sale, transfer or other disposition by a Holder of
          any
          Registrable Securities pursuant to Rule 144, the Company shall cooperate
          with
          such Holder to facilitate the timely preparation and delivery of certificates
          representing Registrable Securities to be sold and not bearing any Securities
          Act legend, and enable certificates for such transferred securities to
          be for
          such number of shares and registeredin
          such
          names as the Holder may reasonably request at least two Business Days prior
          to
          any sale of Registrable Securities.

         

        Section
          8. Miscellaneous.

         

         

        
          
            
            

          

          
            B-14

            
              

            

          

          
            
            

          

        

         

        (a)           
          Notices.  All
          notices and other communications given or made pursuant hereto shall be
          in
          writing and delivered by hand or sent by registered or certified mail (postage
          prepaid, return receipt requested) or by nationally recognized overnight
          air
          courier service and shall be deemed to have been duly given or made as
          of the
          date delivered if delivered personally, or if mailed, on the third Business
          Day
          after mailing (on the first Business Day after mailing in the case of a
          nationally recognized overnight air courier service) to the parties at
          the
          following addresses:

         

        if
          to the
          Company, to:

         

        Centerline
          Holding Company

        625
          Madison Avenue, 5th Floor

        New
          York,
          New York 10022
Attention:    General
          Counsel

         

        with
          a
          copy to:

         

        Paul,
          Hastings, Janofsky & Walker LLP

        75
          East
          55th Street

        New
          York,
          New York 10022

        Attention:    Michael
          L. Zuppone, Esq.

         

        and
          if to
          the Holder, to:

         

        Related
          Special Assets,
          LLC

        60
          Columbus Circle

        New
          York, New York 10023

        Attention:
          Jeff T. Blau

        


        with
          a copy to:

        


        Reed
          Smith LLP

        599
          Lexington Avenue, 38th
          Floor

        New
          York, New York 10022

        Attention:
          Mark G. Pedretti,
          Esq.

        


        Any
          party
          may by notice given in accordance with this Section 8(a) to the other
          parties designate another address or Person for receipt of notices
          hereunder.

         

                                       
          (b)           
Amendments
          and
          Waivers. This Agreement may be modified, amended or supplemented only by
          an instrument in writing signed by the Company and Holders holding a majority
          of
          the Registrable Securities; provided that consent to any modification,
          amendment
          or supplement by the Company shall require approval of not less than a
          majority
          of the Independent Trustees.

         

         

        
          
            
            

          

          
            B-15

            
              

            

          

          
            
            

          

        

         

        (c)  
 Waiver
          of Compliance;
          Consents.  Except as otherwise provided in this Agreement, any
          failure of any of the parties to comply with any obligation, covenant,
          agreement
          or condition herein may be waived by the party or parties entitled to the
          benefits thereof only by a written instrument signed by the party granting
          such
          waiver (which, in the case of a waiver by the Company, shall require the
          approval of not less than a majority of the Independent Trustees and in
          the case
          of the Holders, Holders holding a majority of the Registrable Securities),
          but
          such a waiver or failure to insist upon strict compliance with such obligation,
          covenant, agreement or condition shall not operate as a waiver of, or estoppel
          with respect to, any subsequent other failure.  Whenever this
          Agreement requires or permits consent by or on behalf of any party hereto,
          such
          consent shall be given in writing in a manner consistent with the requirements
          for a waiver of compliance as set forth in this Section 8(c).

         

        (d)  
 Governing
          Law.  This Agreement shall be governed by the laws of the State
          of New York without regard to the conflict of laws principles
          thereof.

         

        (e)            
          Severability.  The
          invalidity or unenforceability of any provisions of this Agreement in any
          jurisdiction shall not affect the validity, legality or enforceability
          of the
          remainder of this Agreement in such jurisdiction or the validity, legality
          or
          enforceability of this Agreement, including any such provision, in any
          other
          jurisdiction, it being intended that all rights and obligations of the
          parties
          hereunder shall be enforceable to the fullest extent permitted by
          law.  Upon such determination that any provision is invalid, illegal
          or incapable of being enforced, the parties hereto will negotiate in good
          faith
          to modify this Agreement so as to effect the original intent of the parties
          as
          closely as possible in an acceptable manner to the end that the transactions
          contemplated hereby and thereby are fulfilled to the extent
          possible.

         

        (f)    Counterparts.  This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          deemed an original, but all of which together shall constitute one and
          the same
          instrument.

         

        (g)  
 Section
          Headings.  The section headings contained in this Agreement are
          solely for the purpose of reference, are not part of the agreement of the
          parties and shall not in any way affect the meaning or interpretation of
          this
          Agreement.  All references in this Agreement to Sections are to
          sections of this Agreement, unless otherwise indicated.

         

        (h)  
 Entire
          Agreement.  This Agreement, together with the Securities
          Purchase Agreement and the Certificate of Designations for the Convertible
          Preferred Shares,
          embodies the entire agreement and understanding of the parties hereto in
          respect
          of the transactions contemplated by this Agreement.  There are no
          restrictions, promises, inducements, representations, warranties, covenants
          or
          undertakings, other than those expressly set forth or referred to herein
          or
          therein.  This Agreement and the Securities Purchase Agreement and the
          Certificate of Designations for the Convertible Preferred 

         

         

        
          
            
            

          

          
            B-16

            
              

            

          

          
            
            

          

        

         

        Shares
          supersede all prior written or oral agreements and understandings between
          the
          parties with respect to the transactions.

         

           (i)   Successors,
          Assigns and
          Transferees.

         

                  
          (i)  
          Except
          as
          expressly provided in this Section 8(i), the rights of the parties hereto
          cannot
          be assigned and any purported assignment or Transfer to the contrary shall
          be
          void ab initio.  So long as the terms of this Section 8(i) are
          followed, any Holder may assign any of its rights under this Agreement,
          without
          the consent of the Company, to any Person to whom such Holder Transfers
          any
          Registrable Securities or any rights to acquire Registrable Securities
          so long
          as such Transfer is not made pursuant to an effective Registration Statement
          or
          pursuant to Rule 144 or Rule 145 (or any successor provisions) under the
          Securities Act or in any other manner or to any Person the effect or
          consequences of which is to cause the Transferred securities to be freely
          transferable without regard to the volume and manner of sale limitations
          set
          forth in Rule 144 (or any successor provision) in the hands of the transfer
          of
          the date of such Transfer.

         

                 
          (ii)  
          Notwithstanding
          Section 8(i)(i), no Holder may assign any of its rights under this Agreement
          to
          any Person to whom such Holder Transfers any Registrable Securities if
          the
          Transfer of such Registrable Securities requires registration under the
          Securities Act.

         

               
          (iii)  
          No
          Person
          may be assigned any rights under this Agreement unless the Company is given
          written notice by the assigning party stating the name and address of the
          assignee, identifying the securities of the Company as to which the rights
          in
          question are being assigned, and providing a detailed description of the
          nature
          and extent of the rights that are being assigned; provided, however,
          that no such
          assignment shall be effective until (x) the Company receives the written
          notice
          pursuant to this Section 8(i)(iii) and (y) the assignee agrees in writing
          to be
          bound by and subject to the terms and conditions of this Agreement, including,
          without limitation, the provisions of this Section 8(i).

         

        (j)             
          Interpretation.

         

               
          (i)             
The
          parties hereto have participated jointly in the negotiation and drafting
          of this
          Agreement.  If any ambiguity or question of intent or interpretation
          arises, this Agreement will be construed as if drafted jointly by the parties
          and no presumptions or burden of proof will arise favoring or disfavoring
          any
          party by virtue of authorship of any provisions of this Agreement.

         

                                       
          (ii)  
          All
          pronouns and any variations thereof refer to the masculine, feminine or
          neuter,
          singular or plural, as the context may require.

         

        
          
            
            

          

          
            B-17

            
              

            

          

          
            
            

          

        

         

                                       
          (iii)  
          The
          words
“include,” “includes” and “including” shall be deemed to be followed by the
          phrase “without limitation.”

         

        (k)            
          Further
          Assurances.  Each of the parties shall use reasonable efforts
          to execute and deliver to any other party such additional documents and
          take
          such other action, as any other party may reasonably request to carry out
          the
          intent of this Agreement and the transactions contemplated hereby.

         

        (l)    Specific
          Performance.  The parties hereto acknowledge that there would
          be no adequate remedy at law if any party fails to perform any of its
          obligations hereunder, and accordingly agree that each party, in addition
          to any
          other remedy to which it may be entitled at law or in equity, shall be
          entitled
          to compel specific performance of the obligations of any other party under
          this
          Agreement in accordance with the terms and conditions of this Agreement
          in any
          court of the United States or any State thereof having
          jurisdiction.

         

        [SIGNATURE
          PAGES FOLLOW]

         

         

         

        
          
            
            

          

          
            B-18

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the parties have executed this Agreement, or caused this
          Agreement to be duly executed on its behalf, as of the date first written
          above.

        
          


        

        
          
            	
                    
                    

                    CENTERLINE
                      HOLDING COMPANY

                     

                    By:           

                    ________________________

                    Name:
                      Marc D. Schnitzer

                    Title:
                      President and Chief Executive 

                             
                      Officer

                     

                    
                    

                    
                    

                  
	
                    RELATED
                      SPECIAL ASSETS, LLC

                     

                    By:    
                      The Related Realty Group, Inc.,

                              
                       its manager

                     

                    By:           

                            
______________________

                            
Name:
                      Jeff T. Blau
Title:
                      President

                    
                    

                  
	 


          

        

        
 

      

    

     

    
      
        
        

      

      
        B-19

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    Form
      of
      Legal Opinion of Richards, Layton & Finger, P.A.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    Form
      of
      Legal Opinion of Paul, Hastings, Janofsky & Walker, LLP

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    Instrument
      of Accession

     

    Reference
      is made to the Securities
      Purchase Agreement (the “Purchase Agreement”),
      dated as of January 25, 2008, between Centerline Holding Company, a statutory
      trust created under the laws of the state of Delaware, and Related Special
      Assets LLC, a Delaware limited liability company.  Capitalized terms
      used herein and not otherwise defined herein shall have the meanings ascribed
      to
      them in the Purchase Agreement.

     

    The
      undersigned,_______________________, as a condition precedent to becoming the
      owner or holder of record of _____________(_________) Convertible Preferred
      Shares hereby agrees to become a Purchaser party to and to be bound by all
      of
      the obligations of the Purchaser under the Purchase Agreement (other than with
      respect to Section 2.1 thereof), and shall be the recipient of all the rights
      of
      the Purchaser under the Purchase Agreement (other than with respect to Sections
      7.1, 9.1 and 9.3 thereof).  The undersigned hereby makes to the
      Company (as of the date written below) the representations and warranties of
      the
      Purchaser contained in Article VI of the Purchase Agreement.  The
      Company hereby makes (as of the date of the Purchase Agreement) the
      representations and warranties of the Company contained in Article V of the
      Purchase Agreement, and the Company hereby agrees that the undersigned shall
      have all of the rights of the Purchaser under the Purchase Agreement (other
      than
      any rights provided to the Purchaser under Sections 2.1, 7.1, 9.1 and 9.3
      thereof).  This Instrument of Accession shall take effect and shall
      become an integral part of the Purchase Agreement immediately upon execution
      and
      delivery to the Company of this Instrument of Accession.

     

    The
      address for notification to the
      undersigned for purposes of Section 9.8 of the Purchase Agreement is as
      follows:

     

     _______________

     

    Telephone:  _______________

    Telecopy:  _______________

    Attention:  _______________

     

    IN
      WITNESS WHEREOF, the undersigned has
      caused this Instrument of Accession to be signed as of the date below
      written.

     

    ____________________

     

    By:__________________

    Name:

    Title:

     

    Agreed
      to
      and Accepted

     

    
      CENTERLINE
        HOLDING COMPANY

       

    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    
 

    
      By:      ______________________________

                                                  
        Name:

                                                  
Title:

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 E-2