Exhibit 10.9


 


EXECUTION


 


[Osprey TEBS]


 


STABILIZATION LIMITED
SUPPORT AGREEMENT


(Centerline
Holding Company)


 


This Stabilization
Limited Support Agreement (as amended, modified or supplemented from time to
time, this “Agreement”) is entered into as of December 1, 2007, between CENTERLINE HOLDING COMPANY, a statutory trust organized and
existing under the laws of the State of Delaware (together with its successor
and permitted assigns “Agreement Provider”), and FEDERAL HOME
LOAN MORTGAGE CORPORATION a shareholder-owned, government-sponsored
enterprise organized and existing under the laws of the United States (together
with its successors and assigns, the “Obligee”).


 


RECITALS


 


A.                                   Pursuant to the Bond Exchange
and Sale Agreement dated as of the date hereof (the “Bond Exchange Agreement”)
among Obligee, the Transferors named therein and the Centerline Sponsor 2007-1
Securitization, LLC, a limited liability company organized and existing under
the laws of the State of Delaware (together with its successors and permitted
assigns, the “Sponsor”), the Bonds therein described are being exchanged for
the Class A Certificates and the Class B Certificates therein
described (the latter being pledged back to Obligee pursuant to the
Reimbursement, Pledge and Security Agreement dated as of the date hereof
between Obligee and the Sponsor (as the same may be amended, modified or
supplemented from time to time, the “Reimbursement Agreement”, to secure the
Sponsor’s obligations thereunder). 
Pursuant to the Reimbursement Agreement and each Series Certificate
Agreement (as therein defined), Obligee has agreed to provide its Credit
Enhancement (as therein defined) and liquidity support for the Class A
Certificates on the terms provided therein.


 


B.                                     Pursuant to the Stabilization
Guaranty, Escrow and Security Agreement dated as of the date hereof (as the
same may be amended, modified or supplemented from time to time, the “Stabilization
Agreement”) between Obligee and Centerline Stabilization 2007-1 Securitization,
LLC (“Stabilization Guarantor”), Stabilization Guarantor has agreed to make
certain payments described therein.


 


C.                                     Sponsor is an Affiliate of the
Agreement Provider and of the Stabilization Guarantor.


 


D.                                    It is a condition precedent to Obligee’s
obligation to provide the Credit Enhancement and liquidity support and to
Obligee’s entering into the Stabilization Agreement that Agreement Provider
shall have entered into this Agreement to guarantee certain obligations of the Stabilization
Guarantor to Obligee.


 


NOW,
THEREFORE, in order to induce Obligee to provide its Credit Enhancement and
liquidity support and to enter into the Stabilization Agreement, and in
consideration of the Recitals, and other valuable consideration, the receipt
and sufficiency of which are hereby 


 


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acknowledged, and intending to be legally bound hereby Agreement
Provider and Obligee hereby agree as follows:


 


1.                                       “Obligations” shall mean all of the
Stabilization Guarantor’s obligations under the Stabilization Agreement.


 


2.                                       The following terms shall have
the respective meanings set forth below for purposes of this Agreement:


 


(a)                                  “Capital
Stock” means any and all shares, interests, participations or other
equivalents, preferred or common (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation) and any and all warrants, rights or options to purchase any of
the foregoing (including convertible debt instruments).


 


(b)                                 “GAAP”
means principles that are (i) consistent with the principles promulgated
or adopted by the Financial Accounting Standards Board and its predecessors and
successors, as in effect from time to time, and (ii) consistently applied
with past financial statements of the Provider


 


(c)                                  “Person” means any individual,
partnership, corporation, association, joint venture, trust (including any
beneficiary thereof) or unincorporated organization, and a government or agency
or political subdivision thereof.


 


3.                                       Agreement Provider hereby
absolutely, unconditionally and irrevocably guarantees to Obligee the full and
prompt payment when due, whether at maturity or earlier, by reason of
acceleration or otherwise, and at all times thereafter, and the full and prompt
performance when due, of all of the following:


 


(a)                                  All actual out-of-pocket costs
and expenses, including reasonable fees and out of pocket expenses of attorneys
and expert witnesses, incurred by Obligee in enforcing its rights under this
Agreement.


 


(b)                                 The payment and performance of all
obligations of Stabilization Guarantor pursuant to Sections 2.1(b) and 2.2
of the Stabilization Agreement.


 


4.                                       The obligations of Agreement
Provider under this Agreement shall survive any foreclosure proceeding, any
foreclosure sale and any release of record of the collateral securing the Stabilization
Agreement.


 


5.                                       Agreement Provider’s obligations
under this Agreement constitute an unconditional guaranty of payment and
performance and not merely a guaranty of collection.


 


6.                                       The obligations of Agreement
Provider under this Agreement shall be performed within five (5) days of
written demand therefore, by Obligee and shall be unconditional irrespective of
the genuineness, validity, regularity or enforceability of the Stabilization
Agreement, and without regard to any other circumstance which might otherwise
constitute a legal or equitable discharge of a surety, a 


 


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guarantor, a borrower or a mortgagor. 
Agreement Provider hereby waives the benefit of all principles or
provisions of law, statutory or otherwise, which are or might be in conflict
with the terms of this Agreement and agrees that Agreement Provider’s
obligations shall not be affected by any circumstances, whether or not referred
to in this Agreement, which might otherwise constitute a legal or equitable
discharge of a surety, a guarantor, a borrower or a mortgagor.  Agreement Provider hereby waives the benefits
of any right of discharge under any and all statutes or other laws relating to
a guarantor, a surety, a borrower or a mortgagor and any other rights of a
surety, a guarantor, a borrower or a mortgagor thereunder.  Without limiting the generality of the
foregoing, Agreement Provider hereby waives, to the fullest extent permitted by
law, diligence in collecting the Obligations, presentment, demand for payment (except
as expressly set forth herein), protest, all notices with respect to the Stabilization
Agreement and this Agreement which may be required by statute, rule of law
or otherwise to preserve Obligee’s rights against Agreement Provider under this
Agreement, including, but not limited to (except as expressly set forth herein),
notice of acceptance, notice of any amendment of the Stabilization Agreement,
notice of the occurrence of any default or Event of Default, notice of intent
to accelerate, notice of acceleration, notice of dishonor, notice of
foreclosure, notice of protest, and notice of the incurring by Stabilization
Guarantor of any obligation or indebtedness. 
Agreement Provider also waives, to the fullest extent permitted by law,
all rights to require Obligee to (a) proceed against Stabilization
Guarantor or any other guarantor of Stabilization Guarantor’s payment or
performance with respect to the Obligations (an “Other
Guarantor”) (b) if
any Other Guarantor is a partnership, proceed against any general partner of
the Other Guarantor, or (c) proceed against or exhaust any collateral held
by Obligee to secure the repayment of the Obligations.  Agreement Provider further waives, to the
fullest extent permitted by applicable law, any right to revoke this Agreement
as to any future advances by Obligee under the Stabilization Agreement to
protect Obligee’s interest in the collateral securing the Stabilization
Agreement.


 


7.                                       At any time or from time to time
and any number of times, without notice to Agreement Provider and without
affecting the liability of Agreement Provider, (a) the time for payment of
the Obligations may be extended or the Obligations may be renewed in whole or
in part; (b) the time for Stabilization Guarantor’s performance of or
compliance with any covenant or agreement contained in the Stabilization
Agreement, whether presently existing or hereinafter entered into, may be
extended or such performance or compliance may be waived; (c) the maturity
of the Obligations may be accelerated as provided in the Stabilization
Agreement; (d) the Stabilization Agreement may be modified or amended by Obligee
and Stabilization Guarantor in any respect, including, but not limited to, an
increase in the obligations of Stabilization Guarantor thereunder; and (e) any
security for the Obligations may be modified, exchanged, surrendered or
otherwise dealt with or additional security may be pledged or mortgaged for the
Obligations.


 


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8.                                       Obligee, in its sole and
absolute discretion, may (a) bring suit against Agreement Provider, or any
one or more of the persons constituting Agreement Provider and any Other
Guarantor, jointly and severally, or against any one or more of them; (b) compromise
or settle with any one or more of the persons constituting Agreement Provider
for such consideration as Obligee may deem proper; (c) release one or more
of the persons constituting Agreement Provider or any Other Guarantor, from
liability; and (d) otherwise deal with Agreement Provider and any Other
Guarantor, or any one or more of them, in any manner, and no such action shall
impair the rights of Obligee to collect from Agreement Provider any amount
guaranteed by Agreement Provider under this Agreement.  Nothing contained in this paragraph shall in
any way affect or impair the rights or obligations of Agreement Provider with
respect to any Other Guarantor.


 


9.                                       Any indebtedness of Stabilization
Guarantor held by Agreement Provider now or in the future is and shall be
subordinated to the Obligations and any such indebtedness of Stabilization
Guarantor shall be collected, enforced and received by Agreement Provider, as
trustee for Obligee, but without reducing or affecting in any manner the
liability of Agreement Provider under the other provisions of this Agreement.


 


10.                                 Agreement Provider shall have no
right of, and hereby waives any claim for, subrogation or reimbursement against
Stabilization Guarantor or any member of Stabilization Guarantor by reason of
any payment by Agreement Provider under this Agreement, whether such right or
claim arises at law or in equity or under any contract or statute, until the
Obligations has been paid in full and there has expired the maximum possible
period thereafter during which any payment made by Stabilization Guarantor to Obligee
with respect to the Obligations could be deemed a preference under the United
States Bankruptcy Code.


 


11.                                 If any payment by Stabilization
Guarantor is held to constitute a preference under any applicable bankruptcy,
insolvency, or similar laws, or if for any other reason Obligee is required to
refund any sums to Stabilization Guarantor, such refund shall not constitute a
release of any liability of Agreement Provider under this Agreement.  It is the intention of Obligee and Agreement
Provider that Agreement Provider’s obligations under this Agreement shall not
be discharged except by Agreement Provider’s performance of such obligations
and then only to the extent of such performance.


 


12.                                 Agreement Provider shall from
time to time, upon request by Obligee, deliver to Obligee such financial
statements as are reasonably needed to determine compliance with Section 16
hereof, but not more frequently than once each year.  As a condition to Agreement Provider’s
delivery of its financial information, Obligee agrees that such information is
confidential information, shall not be used for any purpose other than
evaluating compliance by the Agreement Provider with this Agreement, and shall
be disclosed only to those employees, directors, officers and agents of Obligee
who need to know such information for purposes of performing or enforcing Obligee’s
obligations and rights under this Agreement and who are advised of the need to
maintain the confidentiality of such 


 


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information.  Obligee shall not
otherwise use or disclose Agreement Provider’s financial information without
Agreement Provider’s prior written consent. 
The restrictions on use and disclosure set forth above shall not apply
when and to the extent that the information received by Obligee (a) is or
becomes generally available to the public through no fault of Obligee (or
anyone acting on its behalf); (b) was previously known by Obligee free of
any obligation to keep it confidential; (c) is subsequently disclosed to Obligee
by a third party who may rightfully transfer and disclose such information
without restriction and free of any obligation to keep it confidential; or (d) is
required to be disclosed by Obligee by applicable law.


 


13.                                 Solely in connection with an
assignment by Obligee of its rights and obligations under the Stabilization
Agreement to which Stabilization Guarantor has consented (unless no such
consent is necessary because a Remedy Event exists under the Reimbursement
Agreement), Obligee may assign its rights under this Agreement in whole or in
part to the transferee of its rights and obligations under the Stabilization
Agreement and upon any such assignment, all the terms and provisions of this
Agreement shall inure to the benefit of such assignee to the extent so
assigned.  Obligee agrees to notify
Agreement Provider of any such assignment. 
The terms used to designate any of the parties herein shall be deemed to
include the heirs, legal representatives, successors and assigns of such
parties; and the term “Obligee” shall include, in addition to Obligee, any lawful owner,
holder or pledgee of the Stabilization Agreement to whom Stabilization
Guarantor has consented (unless no such consent is necessary because a
Remedy  Event exists under the
Reimbursement Agreement).  Reference
herein to “person” or “persons” shall be deemed to include individuals and
entities.


 


14.                                 This Agreement and the Stabilization
Agreement represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral
agreements. There are no unwritten oral agreements between the parties.  All prior or contemporaneous agreements,
understandings, representations, and statements, oral or written, are merged
into this Agreement and the Stabilization Agreement.  Agreement Provider acknowledges that Agreement
Provider has received a copy of the Stabilization Agreement.  Neither this Agreement nor any of its
provisions may be waived, modified, amended, discharged, or terminated except
by an agreement in writing signed by the party against which the enforcement of
the waiver, modification, amendment, discharge, or termination is sought, and
then only to the extent set forth in that agreement.


 


15.                                 This Agreement shall be
construed, and the rights and obligations of Agreement Provider hereunder
determined, in accordance with federal statutory or common law (“federal law”).  Insofar as there may be no applicable rule or
precedent under federal law and insofar as to do so would not frustrate the
purposes of any provision of this Agreement, the local law of the State of New
York shall be deemed reflective of federal law. 
The parties agree that any legal actions among the Agreement Provider
and the Obligee regarding each party hereunder shall be 


 


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originated in the United States District Court in and for the Eastern District
of Virginia, and the parties hereby consent to the exclusive jurisdiction and
venue of said Court in connection with any action or proceeding initiated
concerning this Agreement.  Agreement
Provider irrevocably consents to service, jurisdiction, and venue of such court
for any such litigation and waives any other venue to which it might be
entitled by virtue of domicile, habitual residence or otherwise.


 


16.                                 As of the date and during the
term of this Agreement, the Agreement Provider shall maintain shareholders’
equity as set forth in the financial statements of CHC in accordance with GAAP
of greater than $500,000,000 plus 75% of the net proceeds from any sale or
issuance of the Agreement Provider’s Capital Stock to the extent included in
shareholders’ equity.


 


17.                                 During the term of the Stabilization
Agreement, the Agreement Provider agrees (a) to maintain its existence as
a statutory trust under the laws of the State of Delaware and (b) that it
will not dissolve or otherwise dispose of all or substantially all of its
assets, and will not consolidate with or merge into any Person or permit any
Person to consolidate with or merge into it.


 


18.                                 This Agreement may be
simultaneously executed in multiple counterparts, all of which shall constitute
one and the same instrument and each of which shall be, and shall be deemed to
be, an original.


 


19.                               AGREEMENT
PROVIDER AND OBLIGEE EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH
RESPECT TO ANY ISSUE ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN
THE PARTIES AS AGREEMENT PROVIDER AND OBLIGEE THAT IS TRIABLE OF RIGHT BY A
JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY
GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT
LEGAL COUNSEL.


 


20.                                 This Agreement and all liability
of the Agreement Provider hereunder shall terminate upon (i) termination
pursuant to Section 2.1(c) of the Stabilization Agreement of the
Stabilization Guarantor’s obligations to make Stabilization Escrow Required
Additional Deposits and (ii) payment of any unpaid Shortfall Fee
outstanding as of the date of termination in clause (i).


 


[Signatures
follow]


 


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IN WITNESS
WHEREOF, Agreement Provider and Obligee have signed
and delivered this Agreement or have caused this Agreement to be signed by
their duly authorized representatives.


 


	
   

  	
  AGREEMENT PROVIDER:

  
	
   

  	
   

  
	
   

  	
  CENTERLINE HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Centerline Affordable Housing Advisors,

  LLC, its
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc D.
  Schnitzer

  	
   

  
	
   

  	
  Marc D. Schnitzer

  
	
   

  	
  President

  



 


 


[SIGNATURE PAGE TO OSPREY TEBS PARENT
LIMITED SUPPORT AGREEMENT]


 

















 


	
   

  	
  OBLIGEE:

  
	
   

  	
   

  
	
   

  	
  FEDERAL HOME LOAN MORTGAGE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W.
  Kimball Griffith

  	
   

  
	
   

  	
  W. Kimball Griffith

  
	
   

  	
   Vice President, Multifamily Affordable

  
	
   

  	
     Housing Production & Investments

  



 


 


[SIGNATURE PAGE TO OSPREY TEBS PARENT
LIMITED SUPPORT AGREEMENT]