Exhibit 10.7


 


EXECUTION


 


[Osprey TEBS]


 


LIMITED
SUPPORT AGREEMENT

(Centerline Holding Company)


 


This 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, as obligee under the Reimbursement
Agreement (together with any successor obligee under said Reimbursement
Agreement and their respective 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.                                     Sponsor is an Affiliate of the Agreement Provider.


 


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


 


NOW, THEREFORE, in order to
induce Obligee to provide its Credit Enhancement and liquidity support, and in
consideration of the Recitals, and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby Agreement Provider and Obligee hereby agree as follows:


 


1.                                       “Obligations” and other capitalized terms used but not
defined in this Agreement shall have the meanings assigned to them in the
Reimbursement Agreement.


 


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


 


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(a)                                  “Net Worth” means, at any date, the Tangible Assets of a
Person which (after deducting depreciation, obsolescence, amortization, and any
valuation or other reserves on account of upward revaluation of assets and
without reduction for any unamortized debt discount or expense) would be shown,
in accordance with generally accepted accounting principles, on its balance
sheet, minus liabilities (other than capital stock and surplus but including
all reserves for contingencies and other potential liabilities) which would be
shown, in accordance with generally accepted accounting principles, on such
balance sheet.


 


(b)                                 “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.


 


(c)                                  “Tangible Assets” means total assets except: (i) that
portion of deferred assets and prepaid expenses (other than prepaid insurance,
prepaid rent and prepaid taxes) which do not mature or, in accordance with
generally accepted accounting principles, are not amortizable within one year
from the date of calculation, and (ii) trademarks, trade names, good will,
and other similar intangibles.


 


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 Sponsor
pursuant to Section 3.12(b) of the Reimbursement 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 Reimbursement 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 Reimbursement Agreement or any Sponsor
Document, and without regard to any other circumstance which might otherwise
constitute a legal or equitable discharge of a surety, a guarantor, a borrower
or a mortgagor.  Agreement Provider
hereby waives the benefit of all principles or provisions of law, statutory 


 


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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 Reimbursement 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 Sponsor Documents, 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 Sponsor 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 Sponsor or any other
guarantor of Sponsor’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 Reimbursement Agreement to protect Obligee’s interest in the
UCC Collateral securing the Reimbursement 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 Sponsor’s performance of or compliance with any covenant or agreement
contained in the Reimbursement Agreement or any other Sponsor Document, 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 Reimbursement Agreement or
any other Sponsor Document; (d) the Reimbursement Agreement, and the
security instrument or any other loan document evidencing or securing the
obligations of Owners (as defined in the Reimbursement Agreement) may be
modified or amended by Obligee and Sponsor in any respect, including, but not
limited to, an increase in the principal amount; 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 Sponsor held by Agreement Provider now
or in the future is and shall be subordinated to the Obligations and any such
indebtedness of Sponsor 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 Sponsor or any member of
Sponsor 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 Sponsor to Obligee
with respect to the Obligations could be deemed a preference under the United
States Bankruptcy Code.


 


11.                                 If any payment by Sponsor 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 Sponsor, 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 information.  Obligee shall not otherwise use or disclose
Agreement Provider’s financial information without Agreement Provider’s prior
written consent.  The 


 


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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 Reimbursement Agreement to which the Sponsor
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 Reimbursement 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 Reimbursement Agreement to whom Sponsor 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 other Sponsor Documents 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 other
Sponsor Documents.  Agreement Provider
acknowledges that Agreement Provider has received copies of the Reimbursement
Agreement and all other Sponsor Documents. 
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 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 


 


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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.                                 Net Worth.  As of the date of this Agreement, the
Agreement Provider represents and warrants to Obligee that it has a Net Worth
equal to at least $40,000,000 and, during the term of this Agreement, Agreement
Provider shall at all times maintain a Net Worth equal to at least $40,000,000.


 


17.                                 Maintenance of Existence.  During the term of the Reimbursement
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.                                 Multiple Counterparts.  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.


 


[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]