Filed by Bowne Pure Compliance





Exhibit 10.1




 





AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT




Dated as of December 19, 2008



by and among



CENTERLINE HOLDING COMPANY and

CENTERLINE CAPITAL GROUP INC.,

as the Borrowers,



CENTERLINE INVESTOR LP LLC, CENTERLINE INVESTOR LP II LLC, CENTERLINE

CAPITAL COMPANY LLC, CENTERLINE AFFORDABLE HOUSING ADVISORS LLC,

CENTERLINE/AC INVESTORS LLC, CENTERLINE INVESTORS I LLC,

CENTERLINE REIT INC., CENTERLINE HOLDING TRUST,

CENTERLINE SERVICING INC., CENTERLINE FINANCE CORPORATION,

CENTERLINE CREDIT MANAGEMENT LLC, CM INVESTOR LLC CENTERLINE

MANAGER LLC, and CENTERLINE GUARANTEED MANAGER LLC,




and other named entities party hereto from time to time,

as Guarantors,



BANK OF AMERICA, N.A. and other named

entities party hereto from time to time, as Lenders,




and



BANK OF AMERICA, N.A.,

as Issuing Bank, and as Administrative Agent on behalf of the Lenders



* * * * *



BANC OF AMERICA SECURITIES LLC and CITICORP USA, INC.,

as Co- Lead Arrangers




and




BANC OF AMERICA SECURITIES LLC, as Book Manager




 




 


 









 





Table of Contents




	 	 	 	 	 
	1. DEFINITIONS AND RULES OF INTERPRETATION
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.1.1 Definitions of Borrowers, Guarantors and Affiliates
	 	 	1	 
	1.1.2 General Definitions
	 	 	2	 
	1.2 Rules of Interpretation
	 	 	28	 
	2. REVOLVING LOANS AND TERM LOAN
	 	 	29	 
	2.1 Revolving Loans
	 	 	29	 
	2.1.1 Commitments to Make Revolving Loans
	 	 	29	 
	2.1.2 Extension of Revolver Maturity Date
	 	 	30	 
	2.1.3 Unused Facility Fee
	 	 	30	 
	2.1.4 Revolving Notes
	 	 	30	 
	2.1.5 Interest on Revolving Loans
	 	 	31	 
	2.1.6 Requests for Revolving Loans
	 	 	31	 
	2.2 Term Loan
	 	 	33	 
	2.2.1 Commitments to Make Term Loan
	 	 	33	 
	2.2.2 Term Notes
	 	 	33	 
	2.2.3 Interest on Term Loan
	 	 	33	 
	2.3 Types of Loans: Conversion and Continuation Options
	 	 	34	 
	2.3.1 Conversion to Different Type of Loan
	 	 	34	 
	2.3.2 Continuation of Type of Loan
	 	 	34	 
	2.3.3 LIBOR Rate Loans
	 	 	35	 
	2.3.4 Notification by Borrowers
	 	 	35	 
	2.3.5 Amounts, Etc.
	 	 	35	 
	2.4 Swingline Loans
	 	 	35	 
	2.5 Reduction of Commitments
	 	 	35	 
	2.5.1 Elective Reduction of Commitments
	 	 	35	 
	2.5.2 Pro Rata Reductions in Commitments
	 	 	36	 
	3. USE OF PROCEEDS
	 	 	36	 
	3.1 Use of Proceeds
	 	 	36	 
	3.1.1 Term Loan and Termed Out Revolver
	 	 	36	 
	3.1.2 Revolving Portion
	 	 	36	 
	4. REPAYMENT OF REVOLVING LOANS AND TERM LOAN
	 	 	37	 
	4.1 Revolving Loans
	 	 	37	 
	4.1.1 Maturity
	 	 	37	 
	4.1.2 Quarterly Pay Down of Revolving Portion
	 	 	37	 
	4.1.3 Optional Repayments of the Termed Out Revolver
	 	 	37	 
	4.2 Amortization of Loans
	 	 	38	 
	4.2.1 Amortization of Term Loan
	 	 	38	 
	4.2.2 Mandatory Prepayments from Sales, Dispositions and Casualty Events

	 	 	38	 
	4.2.3 Application of Mandatory Repayments
	 	 	39	 
	4.2.4 Additional Mandatory Prepayments from Cash Flows
	 	 	39	 
	4.2.5 Optional Prepayments of Term Loan
	 	 	41	 
	4.3 Swingline Loans
	 	 	41	 






 


ii









 





	 	 	 	 	 
	5. LETTERS OF CREDIT
	 	 	41	 
	5.1 Limitations on Letters of Credit
	 	 	41	 
	5.1.1 Existing Letters of Credit
	 	 	41	 
	5.1.2 Letter of Credit Applications
	 	 	41	 
	5.1.3 Terms of Letters of Credit
	 	 	42	 
	5.1.4 Letter of Credit Participation of Lenders
	 	 	43	 
	5.1.5 Participations of Lenders
	 	 	43	 
	5.2 Reimbursement Obligation of the Borrowers
	 	 	43	 
	5.3 Letter of Credit Payments
	 	 	44	 
	5.4 Obligations Absolute
	 	 	45	 
	5.5 Reliance by Issuer
	 	 	45	 
	5.6 Letter of Credit Fees
	 	 	46	 
	6. CERTAIN GENERAL PROVISIONS
	 	 	46	 
	6.1 Fees
	 	 	46	 
	6.1.1 Administrative Agent’s Fee
	 	 	46	 
	6.1.2 Closing Fees
	 	 	46	 
	6.2 Payments to Administrative Agent
	 	 	46	 
	6.3 No
Offsets, Taxes Etc.
	 	 	47	 
	6.3.1 No Offsets
	 	 	47	 
	6.3.2 Other Taxes
	 	 	47	 
	6.3.3 Indemnification
	 	 	47	 
	6.3.4 Non-U.S. Lenders
	 	 	48	 
	6.3.5 U.S. Lenders
	 	 	49	 
	6.3.6 Pre-Existing Withholding Requirements
	 	 	49	 
	6.3.7 Mitigation
	 	 	49	 
	6.3.8 Refunds
	 	 	50	 
	6.3.9 Evidence of Payment
	 	 	50	 
	6.3.10 Survival
	 	 	50	 
	6.4 Computations
	 	 	50	 
	6.5 Interest Limitation
	 	 	51	 
	6.6 Inability to Determine LIBOR Rate
	 	 	51	 
	6.7 Illegality
	 	 	51	 
	6.8
Additional Costs, Etc.
	 	 	52	 
	6.8.1 Taxes
	 	 	52	 
	6.8.2 Reserves
	 	 	52	 
	6.8.3 Other Costs
	 	 	52	 
	6.9 Capital Adequacy
	 	 	53	 
	6.10 Certificate
	 	 	53	 
	6.11 Mitigation Obligations; Replacement of Lenders
	 	 	54	 
	6.11.1 Designation of a Different Lending Office
	 	 	54	 
	6.11.2 Replacement of Lenders
	 	 	54	 
	6.11.3 Survival
	 	 	54	 
	6.12 Indemnity
	 	 	54	 
	6.13 Interest and Fees After Event of Default
	 	 	55	 
	6.14 Replacement of Lenders
	 	 	55	 






 


iii









 





	 	 	 	 	 
	7. CONDITIONS PRECEDENT
	 	 	55	 
	7.1 Documents
	 	 	55	 
	7.2 Other Conditions Precedent to any Loans
	 	 	56	 
	8. REPRESENTATIONS AND WARRANTIES
	 	 	57	 
	8.1 Financial Information
	 	 	57	 
	8.2 Litigation
	 	 	57	 
	8.3 Good Title and No Liens
	 	 	57	 
	8.4 Franchise, Patents, Copyrights, Etc.
	 	 	57	 
	8.5 Entity Matters
	 	 	58	 
	8.5.1 Organization
	 	 	58	 
	8.5.2 Ownership
	 	 	58	 
	8.5.3 Taxpayer Identification Numbers
	 	 	58	 
	8.5.4 Equity Interests
	 	 	59	 
	8.6 Authorization
	 	 	59	 
	8.7 Valid and Binding
	 	 	59	 
	8.8 Deferred Compensation and ERISA
	 	 	59	 
	8.9 No Materially Adverse Contracts, Etc.
	 	 	60	 
	8.10 Compliance With Other Instruments, Laws, Etc.
	 	 	60	 
	8.11 Tax Status
	 	 	60	 
	8.12 Holding Company and Investment Company Acts
	 	 	61	 
	8.13 Certain Transactions
	 	 	61	 
	8.14 Loan Documents
	 	 	61	 
	8.15 Regulations U and X
	 	 	61	 
	8.16 Solvency
	 	 	61	 
	8.17 No Material Change; No Default
	 	 	61	 
	8.18 Insurance
	 	 	62	 
	8.19 Use of Proceeds
	 	 	62	 
	8.20 Labor Matters
	 	 	62	 
	8.21 Exchange Listing
	 	 	62	 
	8.22 No Broker or Finder
	 	 	62	 
	8.23 LIHTC Investments
	 	 	62	 
	8.24 Non-Spinnaker Bonds
	 	 	63	 
	8.25 Supplemental Loans
	 	 	63	 
	8.26 Information True, Complete and Not Misleading
	 	 	63	 
	9. AFFIRMATIVE COVENANTS
	 	 	63	 
	9.1 Punctual Payment
	 	 	63	 
	9.2 Maintenance of Location and Office
	 	 	63	 
	9.3 Organizational Number
	 	 	63	 
	9.4 Records and Accounts
	 	 	63	 
	9.5 Delivery of Financial Statements and Notices
	 	 	64	 
	9.5.1 Financial Statements, Reports, Etc.
	 	 	64	 
	9.5.2 Notices
	 	 	66	 
	9.5.3 True, Accurate and Complete Financial Statements
	 	 	67	 
	9.5.4 Revisions to Schedule 8.5.2
	 	 	67	 
	9.6 Existence; Conduct of Business
	 	 	67	 
	9.6.1 Statutory Trusts
	 	 	67	 
	9.6.2 Corporations
	 	 	68	 






 


iv









 





	 	 	 	 	 
	9.6.3 Limited Liability Companies
	 	 	68	 
	9.7 Insurance
	 	 	68	 
	9.8 Taxes and Trade Debt
	 	 	68	 
	9.9 Compliance with Laws, Contracts, Licenses, and Permits
	 	 	69	 
	9.10 Indemnification Against Payment of Brokers’ Fees
	 	 	69	 
	9.11 Fiscal Year
	 	 	69	 
	9.12 Place for Records; Inspection
	 	 	69	 
	9.13 Replacement Documentation
	 	 	70	 
	9.14 Further Assurances
	 	 	70	 
	9.15 Guaranties
	 	 	70	 
	9.16 Additional Information
	 	 	70	 
	9.17 Exchange Listing
	 	 	70	 
	9.18 Consolidated EBITDA Covenant; Additional Guarantors and Pledged Entities
	 	 	70	 
	9.18.1 Consolidated EBITDA Covenant
	 	 	70	 
	9.18.2 Additional Guarantors or Pledged Entities
	 	 	70	 
	9.19 EIT Preferred Shares Covenants
	 	 	71	 
	9.20 Ownership of CCG, Guarantors and Pledged Entities
	 	 	71	 
	9.21 Blizzard
	 	 	72	 
	9.21.1 Blizzard Covenant
	 	 	72	 
	9.21.2 Blizzard Credit Facility
	 	 	72	 
	9.21.3 Blizzard Reorganization
	 	 	72	 
	9.22 Payment of Deferred Fees
	 	 	72	 
	9.23 Unfunded Escrow
	 	 	72	 
	9.24 Revolving Loan/Term Loan True Up
	 	 	72	 
	9.25 Distributions from Subsidiaries
	 	 	73	 
	9.26 Sale of Non-Core Assets
	 	 	73	 
	9.27 LIHTC Investments
	 	 	74	 
	9.28 Anticipated Cash Flow
	 	 	74	 
	10. NEGATIVE COVENANTS; FINANCIAL COVENANTS
	 	 	74	 
	10.1 Liens
	 	 	74	 
	10.1.1 Affordable Housing Syndications
	 	 	74	 
	10.1.2 Governmental Charges
	 	 	74	 
	10.1.3 Liens Contemplated Hereby
	 	 	75	 
	10.1.4 Warehouse Lines
	 	 	75	 
	10.1.5 Existing Liens
	 	 	75	 
	10.1.6 Mechanics Liens, Etc.
	 	 	75	 
	10.1.7 Pledges & Deposits
	 	 	75	 
	10.1.8 Bids
	 	 	75	 
	10.1.9 Easements
	 	 	75	 
	10.1.10 Judgments
	 	 	76	 
	10.1.11 Purchase Money
	 	 	76	 
	10.1.12 Precautionary UCC Financing Statements
	 	 	76	 
	10.1.13 Bankers’ Liens
	 	 	76	 
	10.1.14 Licenses
	 	 	76	 
	10.1.15 Public Utilities
	 	 	76	 
	10.1.16 Debt Liens
	 	 	76	 
	10.1.17 Bond Transaction
	 	 	76	 






 


v









 





	 	 	 	 	 
	10.2 Double Negative Pledge
	 	 	77	 
	10.2.1 Negative Pledge
	 	 	77	 
	10.2.2 Double Negative Pledge
	 	 	77	 
	10.3 Indebtedness
	 	 	77	 
	10.3.1 Types of Permitted Indebtedness and Persons to whom they Apply
	 	 	77	 
	10.3.2 CHC
	 	 	79	 
	10.3.3 The Borrowers
	 	 	80	 
	10.3.4 CCG
	 	 	80	 
	10.3.5 Centerline Investors
	 	 	80	 
	10.3.6 EIT
	 	 	80	 
	10.4 Merger; Ownership Interests; Sale of Assets
	 	 	80	 
	10.4.1 Mergers, Consolidations and Asset Sales
	 	 	80	 
	10.4.2 Other Asset Transfers
	 	 	80	 
	10.5 Loans, Guarantees and Investments
	 	 	81	 
	10.5.1 Limitations on Loans and Guarantees
	 	 	81	 
	10.5.2 Further Exception to Limitations on LIHTC Investments
	 	 	81	 
	10.6 Distributions
	 	 	81	 
	10.7 Distributions After Default
	 	 	82	 
	10.8 Affiliate Indebtedness
	 	 	82	 
	10.9 Purchase of Margin Stock
	 	 	82	 
	10.10 Transactions with Affiliates
	 	 	82	 
	10.11 Amendment to Governing Documents
	 	 	82	 
	10.12 Business Lines
	 	 	82	 
	10.13 Competing Businesses
	 	 	83	 
	10.14 Net Worth
	 	 	83	 
	10.15 Consolidated EBITDA to Fixed Charges Ratio
	 	 	83	 
	10.16 Funded Debt to Consolidated EBITDA Ratio
	 	 	83	 
	10.17 Stock Buy-Backs
	 	 	83	 
	10.18 Prohibition Against Payment of Deferred Fees
	 	 	83	 
	10.19 Limitations on Operating Expenses, Investments, Capital Expenditures and Extraordinary Expenses
	 	 	84	 
	11. DEFAULT
	 	 	84	 
	11.1 Events of Default
	 	 	84	 
	11.1.1 Failure to Pay
	 	 	84	 
	11.1.2 Failure to Perform
	 	 	84	 
	11.1.3 Breach of Representation or Warranty
	 	 	84	 
	11.1.4 Failure to Pay Other Indebtedness
	 	 	84	 
	11.1.5 Insolvency
	 	 	85	 
	11.1.6 Involuntary Proceedings
	 	 	85	 
	11.1.7 Judgments
	 	 	85	 
	11.1.8 Cancellation of Loan Documents
	 	 	85	 
	11.1.9 ERISA
	 	 	86	 
	11.1.10 Indictment
	 	 	86	 
	11.1.11 Change in Control
	 	 	86	 






 


vi









 





	 	 	 	 	 
	11.1.12 Deferred Fee Forbearance Agreement
	 	 	86	 
	11.1.13 Material Adverse Change
	 	 	86	 
	11.2 Remedies Upon Event of Default
	 	 	86	 
	11.2.1 Accelerate Debt
	 	 	86	 
	11.2.2 Pursue Remedies
	 	 	87	 
	11.2.3 Power of Attorney
	 	 	87	 
	11.3 Written Waivers
	 	 	87	 
	11.4 Allocation of Proceeds
	 	 	87	 
	11.5 Performance by the Administrative Agent
	 	 	88	 
	11.6 Rights Cumulative
	 	 	88	 
	12. SETOFF
	 	 	89	 
	13. THE ADMINISTRATIVE AGENT
	 	 	90	 
	13.1 Authorization
	 	 	90	 
	13.1.1 Authorization to Act
	 	 	90	 
	13.1.2 Independent Contractor
	 	 	90	 
	13.1.3 Representative
	 	 	90	 
	13.1.4 Regarding Collateral
	 	 	90	 
	13.2 Employees, Advisors and the Administrative Agent
	 	 	90	 
	13.3 No Liability
	 	 	91	 
	13.4 No Representations
	 	 	91	 
	13.4.1 General
	 	 	91	 
	13.4.2 Closing Documentation, Etc.
	 	 	92	 
	13.5 Payments
	 	 	92	 
	13.5.1 Payments to Administrative Agent
	 	 	92	 
	13.5.2 Distribution by Administrative Agent
	 	 	92	 
	13.5.3 Delinquent Lenders
	 	 	93	 
	13.5.4 Indemnity
	 	 	93	 
	13.6 Administrative Agent as Lender and Issuing Bank
	 	 	94	 
	13.7 Resignation
	 	 	94	 
	13.8 Notification of Defaults
	 	 	94	 
	13.9 Duties in the Case of Enforcement
	 	 	95	 
	13.10 Administrative Agent May File Proofs of Claim
	 	 	95	 
	14. EXPENSES
	 	 	96	 
	15. INDEMNIFICATION
	 	 	97	 
	16. SURVIVAL OF COVENANTS, JOINT AND SEVERAL OBLIGATIONS, Etc.
	 	 	98	 
	16.1 Survival
	 	 	98	 
	16.2 Joint and Several Obligations
	 	 	98	 
	16.3 Maximum Amount
	 	 	98	 
	17. ASSIGNMENT AND PARTICIPATION
	 	 	99	 
	17.1 General Conditions
	 	 	99	 
	17.2 Assignments
	 	 	99	 
	17.2.1 Minimum Assignments
	 	 	99	 
	17.2.2 Deliverables
	 	 	99	 
	17.2.3 Joinder
	 	 	100	 
	17.3 Register; Accounts
	 	 	100	 
	17.4 Participations
	 	 	101	 






 


vii









 





	 	 	 	 	 
	17.5 Payments to Participants
	 	 	101	 
	17.6 Miscellaneous Assignment Provisions
	 	 	101	 
	17.7 Assignee or Participant Affiliated with CHC
	 	 	102	 
	17.8 Recordation in Register
	 	 	102	 
	18. NOTICES,
ETC.
	 	 	102	 
	19. GOVERNING LAW; JURISDICTION; VENUE
	 	 	103	 
	20. HEADINGS
	 	 	103	 
	21. COUNTERPARTS
	 	 	103	 
	22. ENTIRE
AGREEMENT, ETC.
	 	 	104	 
	22.1 Entire Agreement
	 	 	104	 
	22.2 Additional Guarantors and Pledged Entities
	 	 	104	 
	23.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
	 	 	104	 
	23.1 General Rule
	 	 	104	 
	23.1.1 Affected Lenders
	 	 	104	 
	23.1.2 All Lenders
	 	 	105	 
	23.1.3 Administrative Agent and Issuing Bank
	 	 	105	 
	23.1.4 Upon Change in Administrative Agent or Issuing Bank
	 	 	105	 
	23.2 Waivers
	 	 	106	 
	23.3 Reasonable Cooperation by Creditor Parties
	 	 	106	 
	23.4 Amendments Requiring Freddie Mac’s Consent
	 	 	106	 
	24. SEVERABILITY
	 	 	106	 
	25. CONFIDENTIALITY
	 	 	106	 
	25.1 Confidentiality
	 	 	106	 
	25.2 Definition of Information
	 	 	107	 
	25.3 Compliance Standard
	 	 	107	 
	25.4 Intralinks and Public Lenders
	 	 	107	 
	26. USA PATRIOT ACT
	 	 	108	 
	27. NO ADVISORY OR FIDUCIARY RESPONSIBILITY
	 	 	108	 
	28. DESIGNATION OF PERMITTED LIENS
	 	 	109	 
	29. WAIVER OF JURY TRIAL
	 	 	109	 






Exhibits




	 	 	 
	Exhibit 1.1A
	 	Applicable Margin
	Exhibit 1.1B
	 	Form of Guaranty
	Exhibit 1.1C
	 	Form of Pledge Agreement
	Exhibit 1.1D
	 	Risk-Adjusted Contingent Liabilities
	Exhibit 2.1.4
	 	Form of Revolving Note
	Exhibit 2.1.6
	 	Form of Revolving Loan Request
	Exhibit 2.2.2
	 	Form of Term Note
	Exhibit 2.3.1
	 	Form of Conversion or Continuation Request
	Exhibit 2.4.2
	 	Form of Swingline Loan Request
	Exhibit 6.3.4
	 	Form of Non-U.S. Lender Certificate
	Exhibit 7.1
	 	Closing Checklist
	Exhibit 9.5.1(c)
	 	Form of Compliance Certificate
	Exhibit 17.2.2
	 	Form of Assignment and Acceptance





 


viii









 





Schedules





	 	 	 
	Schedule 1A
	 	Guarantors and Pledged Entities
	Schedule 1B
	 	Definition of Blizzard
	Schedule 1C
	 	Re-Remic Collateral
	Schedule 2
	 	Lender Register
	Schedule 3
	 	Administrative Agent's Office; Certain Addresses for Notices
	Schedule 4.2.2
	 	Designated Assets
	Schedule 5
	 	Existing Letters of Credit
	Schedule 8.2
	 	Litigation
	Schedule 8.3
	 	Permitted Liens
	Schedule 8.5.1
	 	Organization
	Schedule 8.5.2
	 	Ownership
	Schedule 8.5.3
	 	Tax Payer Identification Numbers
	Schedule 8.5.4
	 	Rights with Respect to Equity Interests
	Schedule 8.13
	 	Related Party Transactions
	Schedule 8.17
	 	Material Adverse Effects
	Schedule 8.23
	 	LIHTC Investments
	Schedule 8.24
	 	Mortgage Revenue Bonds
	Schedule 9.26
	 	Non-Core Assets
	Schedule 10.3.1
	 	Permitted Indebtedness






 


ix









 





AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT




THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Credit Agreement”) dated
as of December 19, 2008 is by and among CENTERLINE HOLDING COMPANY, a Delaware statutory trust
(“CHC”), and CENTERLINE CAPITAL GROUP INC., a Delaware corporation (“CCG”) (each a “Borrower” and
collectively, the “Borrowers”); those Persons (as defined below) listed as Guarantors on
Schedule 1A as of the date hereof and any other Person who may from time to time be listed
on such Schedule in accordance with this Credit Agreement (each a “Guarantor” and collectively, the
“Guarantors”); BANK OF AMERICA, N.A. and the other lenders party hereto as listed on Schedule
2 from time to time in accordance with this Credit Agreement (each a “Lender” and collectively,
the “Lenders”); and BANK OF AMERICA, N.A., as Administrative Agent (as defined below), and as
Issuing Bank (in such capacity, the “Issuing Bank”).



This Credit Agreement amends and restates in its entirety that certain Revolving Credit and Term
Loan Agreement, dated as of December 27, 2007, by and among the parties hereto (as previously
amended from time to time, the “Original Agreement”), and is intended as a continuation of the
transactions contemplated by the Original Agreement, and is not intended as a novation thereof.
All references to the Original Agreement in any of the Loan Documents (as defined below) shall
constitute references to this Credit Agreement.



The parties hereto agree as follows:



1. DEFINITIONS AND RULES OF INTERPRETATION.





	 	1.1	 	Definitions.






	 	1.1.1	 	Definitions of Borrowers, Guarantors and Affiliates.
For purposes of this Agreement the Borrowers, Guarantors and certain of their
Affiliates are defined as set forth below:





Borrower and Borrowers. See the introductory paragraph to this Credit Agreement.



CAHA. Centerline Affordable Housing Advisors LLC, a Delaware limited liability company
(formerly known as Related Capital Company LLC and as CharterMac Capital LLC).



CCC. Centerline Capital Company, LLC, a Delaware limited liability company.



CCG. See the introductory paragraph to this Credit Agreement.



Centerline/AC. Centerline/AC Investors LLC, a Delaware limited liability company.



Centerline Guaranteed Manager LLC. Centerline Guaranteed Manager LLC, a Delaware limited
liability company.



Centerline Investor LP. Centerline Investor LP LLC, a Delaware limited liability company.


 


 









 





Centerline Investor LP II. Centerline Investor LP II LLC, a Delaware limited liability
company.



Centerline Investors. Centerline Investors I LLC, a Delaware limited liability
company. 



Centerline Manager LLC. Centerline Manager LLC, a Delaware limited liability company.



CFin. Centerline Financial LLC, a Delaware limited liability company through which CHC
indirectly engages in the business of providing credit intermediation. 



CFin Holdings. Centerline Financial Holdings LLC, a Delaware limited liability company.
 



CHC. See the introductory paragraph to this Credit Agreement.



CMC. Centerline Mortgage Capital Inc., a Delaware corporation.



CMP. Centerline Mortgage Partners Inc., a Delaware corporation.



Credit Management. Centerline Credit Management LLC, a Delaware limited liability company.



EIT. Centerline Equity Issuer Trust, a Delaware statutory trust.



Guarantor and Guarantors. See the introductory paragraph to this Credit Agreement.



Holding Trust. Centerline Holding Trust, a Delaware statutory trust.



Pledged Entities. (a) Those Persons who are not Guarantors, but whose Capital Stock is
pledged to secure the Loans as part of the Equity Collateral, and (b) CMC and CMP.



SPV I. Centerline Sponsor 2007-1 Securitization, LLC, a Delaware limited liability
company.



SPV II. Centerline Stabilization 2007-1 Securitization, LLC, a Delaware limited liability
company.




	 	1.1.2	 	General Definitions. The following terms shall have
the meanings set forth in this Section or elsewhere in the provisions of this
Credit Agreement referred to below:





Acceptable Rating. See the definition of Cash Equivalents.



Act. See Section 26.



Adjustment Date. The first day of the month immediately following the date on which a
Compliance Certificate is to be delivered by the Borrowers pursuant to Section 9.5.1(c).


 


2









 





Administrative Agent. Bank of America, in its capacity as administrative agent under any
of the Loan Documents, or any successor administrative agent.



Administrative Agent’s Fee. See Section 6.1.1.



Administrative Agent’s Office. The Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 3, or at such other location as the Administrative Agent
may designate to the Borrowers and the Lenders from time to time.



Affiliate. As to any Person, any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with, such Person. For the purposes of
this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”) as applied to any Person, means directly or
indirectly possessing the power (i) to vote 10% or more of the Capital Stock having ordinary voting
power for the election of directors of such Person, or (ii) to direct or cause the direction of the
management or policies of that Person, whether through the ownership of voting securities, by
agreement, or otherwise. Notwithstanding the foregoing, Blizzard shall not be considered an
Affiliate of the Borrowers, the Guarantors, the Pledged Entities or any of their Subsidiaries in
the event that Blizzard would be an Affiliate of any such Persons solely because any such Persons
possess by agreement the power to direct or cause the direction of the management or policies of
Blizzard.



Applicable Law. All applicable provisions of constitutions, statutes, rules, regulations
and orders of all governmental bodies and all orders and decrees of all courts, tribunals and
arbitrators.



Applicable Margin. For each period commencing on an Adjustment Date through the date
immediately preceding the next Adjustment Date, the Applicable Margin applicable to the Loans shall
be as set forth on Exhibit 1.1A.



Approved Fund. Any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.



Assignment and Acceptance. See Section 17.2.2.



Available Cash. Cash which is not reserved, restricted or otherwise set aside for third
parties, by the Borrowers, Guarantors or Pledged Entities, in connection with obligations incurred
or, upon written notice to the Administrative Agent, to be incurred in the ordinary course of
business consistent with past practices.



Balance Sheet Date. See Section 8.1.



Bank of America. Bank of America, N.A., and its successors.



Bankruptcy Code. See Section 9.21.3.


 


3









 





Base Rate. For any day, a fluctuating rate per annum equal to the rate of interest in
effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”
The “prime rate” is a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.



Base Rate Loans. All or any portion of the Revolving Loans or the Term Loan bearing
interest calculated by reference to the Base Rate.



BBA LIBOR. See the definition of LIBOR Rate.



B Bond Cash Flow. See Section 4.2.4(a).



B Bonds. Those certain series B certificates held initially by SPV I in connection with
the Bond Transaction.



Blizzard. See Schedule 1B.



Blizzard Covenant. See Schedule 1B.



Blizzard Credit Facility. See Schedule 1B.



Blizzard Note. See Section 9.21.2.



Blizzard Repayment Proceeds. See Schedule 1B.



Bond Stabilization Escrow Account. that certain Stabilization Escrow as such term is
defined in the Stabilization Escrow Agreement.



Bond Transaction. The exchange of a portfolio of bonds from Centerline 2007-1 EIT
Securitization, LLC, Centerline 2007-1 SU Securitization, LLC and Centerline 2007-1 T
Securitization, LLC to Freddie Mac, pursuant to which Freddie Mac issued series A certificates that
were sold by a placement agent and series B certificates that were held initially by SPV I for
purposes of a securitization of such portfolio that is credit enhanced by Freddie Mac pursuant to a
Bond Exchange and Sale Agreement dated as of December 1, 2007 among Freddie Mac, Centerline 2007-1
EIT Securitization, LLC, Centerline 2007-1 SU Securitization, LLC, Centerline 2007-1 T
Securitization, LLC, SPV I and SPV II, and the documents contemplated thereby.



Borrower Materials. See Section 25.4.



Budget. A consolidated budget reflecting CHC and its Subsidiaries in the aggregate as well
as reflecting each of the separate businesses included in such consolidated group, to be provided
by CHC (a) prior to the date hereof with respect to calendar year 2009, and (b) on or before
December 1, 2009, with respect to calendar year 2010. Each Budget shall reflect a detailed cash
flow analysis, including, without limitation, all projected revenues or receipts anticipated to be
received, and all operating or capital expenditures anticipated to be incurred, during the period
described in such Budget, in such substance and form as the Administrative Agent may reasonably
require.


 


4









 





Business Day. Any day other than a Saturday, Sunday or other day on which commercial banks
are authorized to close under the laws of, or are in fact closed in, the state where the
Administrative Agent’s Office is located and, if such day relates to any LIBOR Rate Loan, means any
such day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.



Capitalized Lease Obligation. That portion of the obligations under a capital lease that is
required to be capitalized in accordance with GAAP.



Capital Stock. 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).



Cash Collateral. See Section 4.2.3.



Cash Equivalents. (a) Securities issued or directly and fully guaranteed or insured by the
United States or any agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more than twelve months
from the date of acquisition (“Government Obligations”), (b) obligations of any state of the United
States or any political subdivision thereof for the payment of the principal and redemption price
of and interest on which there shall have been irrevocably deposited Government Obligations
maturing as to principal and interest at times and in amounts sufficient to provide such payment,
(c) Dollar denominated time and demand deposit accounts or money market accounts with domestic
banks (i) that are “adequately capitalized” (as defined in the regulations of its primary federal
banking regulator) and (ii) have “Tier 1 capital” (as defined in such regulations) of not less than
$250,000,000, where such accounts are insured by the FDIC.



Casualty Event. With respect to any property (including any interest in property) of either
Borrower, any Guarantor or any of their respective Subsidiaries, any loss of, damage to, or
condemnation or other taking of, such property for which such Person receives insurance proceeds,
proceeds of a condemnation award or other compensation.



CCG LIHTC Investments. Two investments made by CCG in properties providing low income
housing tax credits known as Skyline and King’s Gate.



Centerline CRE Funds. Collectively, (i) Centerline High Yield CMBS Fund LLC (“HY CMBS
Fund”), (ii) Centerline Diversified Risk CMBS Fund LLC (“DR CMBS Fund”), (iii) Centerline High
Yield CMBS Fund II LLC (“HY CMBS Fund II”), (iv) Centerline Diversified Risk CMBS Fund II LLC (“DR
CMBS Fund II”), (v) Centerline High Yield CMBS Fund III LLC (“HY CMBS Fund III”), (vii) Centerline
Urban Capital I LLC (“Urban Capital”), and (viii) Centerline Real Estate Special Situations
Mortgage Fund LLC ( “CRESS”).


 


5









 





Centerline Group. Consists of CHC and each of its direct and indirect Subsidiaries.



Change in Control. The occurrence of any of the following:




(a) the occurrence of any events or circumstances such that any of CCG, any of the
Guarantors or any of the Pledged Entities, either directly or indirectly, shall no longer be
controlled by CHC;




(b) as to CHC: (i) any merger or consolidation of CHC with or into any Person or any sale,
transfer or other conveyance, whether direct or indirect, of all or substantially all of the
assets of CHC, on a consolidated basis, in one transaction or a series of related
transactions, if, immediately after giving effect to such transaction, any Person or group
of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act) is or
becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated by the SEC under
the Securities Exchange Act) of the common shares representing a majority of the total
voting power on a fully diluted basis of the aggregate outstanding securities of the
transferee or surviving entity normally entitled to vote in the election of directors,
managers, or trustees, as applicable, of the transferee or surviving entity; (ii) any Person
or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act)
(other than Morgan Stanley & Co. Incorporated in the exercise of any of its rights under the
Deferred Fee Agreement) is or becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated by the SEC under the Securities Exchange Act) of the common shares representing
a majority of total voting power of the aggregate outstanding common shares of CHC normally
entitled to vote in the election of directors of CHC; (iii) during any period of 12
consecutive calendar months, individuals who were directors or trustees of CHC on the first
day of such period (together with any new directors or trustees whose election by the board
of directors or board of trustees of CHC or whose nomination for election by the
stockholders of CHC was approved by a vote of a majority of the directors or trustees then
still in office who were either directors 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 of directors of CHC; or (iv) any Person becomes entitled to either
force a change in the individuals serving on CHC’s board of directors, or name one or more
individuals to serve on CHC’s board of directors, as a result of such Person’s rights as a
holder of any preferred Capital Stock of CHC (other than in connection with such rights
arising under the 4.4% Convertible CRA Shares or the 11% Cumulative Convertible Preferred
Shares, Series A-1, as in effect on the Closing Date); or




(c) in the event that CCG issues preferred Capital Stock creating rights to force any change
in CCG’s board of directors, if any, or management, similar to such rights arising under the
EIT Preferred Shares, the exercise of any such rights resulting in any such forced changes.



CHC’s Filings. Forms 10-Q and 10-K filed from time to time by CHC with the SEC.



Closing Date. The first date on which the conditions set forth in Section 7 have
been satisfied, or waived in accordance with Section 23.


 


6









 





Closing Fees. See Section 6.1.2.



Code. The Internal Revenue Code of 1986, as amended.



Collateral. Collectively, the Equity Collateral, the Cash Collateral, the Designated
Assets Collateral, and the Other Collateral.



Collateral Sale Proceeds. Proceeds realized from any one transaction or series of related
transactions in which CHC or any of its Subsidiaries conveys, sells, transfers, or otherwise
disposes of any of (a) the Equity Collateral or any of the Capital Stock of CMC or CMP, or any
other Collateral, or (b) any substantial portion of any Borrower’s, Guarantor’s or Pledged Entity’s
operating assets (as distinguished from discrete investment assets). Collateral Sale Proceeds
expressly exclude the proceeds from any conveyance, sale, transfer or other disposition of
(including dispositions to joint ventures), during such time as there is in existence no Default,
any Capital Stock in any low income housing tax credit projects or pre-sold mortgage loans in the
ordinary course of business consistent with past practices. Collateral Sale Proceeds shall be net
of (w) reasonable costs and expenses of effecting such sale (including, without limitation,
reasonable legal and brokerage fees to Persons that are not Affiliates of CHC); (x) repayment of
Indebtedness secured solely by, and incurred in connection with the acquisition of, the asset
disposed of; (y) any income or gains tax due and payable arising out of such sale; and (z)
reasonable purchase price reserves (until such time as any portion of such reserves are released to
CHC or such Subsidiary).



Commitment. With respect to each Lender, (a) the aggregate Dollar amount set forth on
Schedule 2 equal to the sum of (i) such Lender’s Revolving Loan Commitment (including such
Lender’s commitment to participate in the issuance, extension, renewal and honoring of Existing
Letters of Credit issued for the account of either of the Borrowers), plus (ii) such Lender’s Term
Loan Commitment; or (b) if such Lender’s Revolving Loan Commitment and Term Loan Commitment are
terminated pursuant to the provisions hereof, zero.



Commitment Percentage. With respect to each Lender, the percentage set forth on
Schedule 2 obtained by dividing (i) the sum of such Lender’s Revolving Loan Commitment and
Term Loan Commitment, by (ii) the aggregate Commitments of all Lenders.



Compliance Certificate. See Section 9.5.1(c).



Consolidated or consolidated. With reference to any term defined herein, shall mean
that term as applied to the accounts of the named Person and its Subsidiaries, consolidated in
accordance with GAAP.


 


7









 





Consolidated EBITDA. With respect to any Person for any period, the sum (without
duplication) of (a) Consolidated Net Income; plus (b) in each case to the extent deducted in
determining Consolidated Net Income, (i) consolidated interest expense on Funded Debt and on the
Term Loan, (ii) the Unused Facility Fee and any other unused facility fees on Funded Debt, (iii)
preferred dividends paid, accrued or allocated to the 4.4% Convertible CRA Shares (if actually
paid, solely if and to the extent permitted to be paid by the terms of this Credit Agreement), (iv)
preferred dividends paid, accrued or allocated to other preferred Capital Stock (if actually paid,
solely if and to the extent permitted to be paid by the terms of this Credit Agreement; and other
than Distributions permitted and contemplated by Section 10.6), (v) all federal, state,
local and foreign income tax expense, (vi) depreciation, depletion, and amortization expense
(including mortgage servicing rights) and other similar non-cash items, (vii) losses related to
mortgage servicing rights, (viii) income allocated to minority interests related to SCU’s and SCI’s
(viii) non-cash compensation, (ix) non-cash impairments of non-working capital assets, including
intangibles, (x) non-recurring net losses from the sale or other disposition of assets permitted
under this Credit Agreement or outside the ordinary course of business, (xi) non-cash losses
associated with the change in fair market value of derivatives and (xii) other non-recurring
losses; minus (c) in each case to the extent added in determining Consolidated Net Income, (i) all
federal, state, local and foreign income tax benefits, (ii) non-cash gains related to sales of
mortgage loans, (iii) losses allocated to minority interests related to SCU’s and SCI’s, (iv)
non-cash recoveries of non-working capital assets, including intangibles, (v) non-recurring net
gains from the sale or other disposition of assets permitted under this Credit Agreement or outside
the ordinary course of business, (vi) non-cash gains associated with the change in fair market
value of derivatives and (vii) other non-recurring gains (including, without limitation, gains
related to mortgage servicing rights); all as determined in accordance with GAAP.



Consolidated EBITDA Covenant. See Section 9.18.1.



Consolidated Net Income. With respect to any Person for any period of calculation, the net
income (or loss) of the Person with respect to which Consolidated Net Income is being calculated
(the “Target Person”) and its Subsidiaries on a consolidated basis; provided that
Consolidated Net Income shall exclude (a) the undistributed earnings of any Subsidiary to the
extent that the declaration or payment of dividends or similar distributions by such Subsidiary of
such amounts are not permitted by operation of the terms of its organizational documents or any
agreement, instrument or Applicable Law applicable to such Subsidiary, (b) the income (or loss) of
any Person accrued prior to the date it becomes a Subsidiary or prior to the date any such Person
is merged into or consolidated with the Target Person or any of its Subsidiaries or that Person’s
assets are acquired by the Target Person or any of its Subsidiaries, and (c) any income (or loss)
for such Period of any Person if such Person is not a Subsidiary, except that the Target Person’s
equity in the net income of any such Person shall be included in Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Person during such Period to the Target
Person or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other
distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such
amount to the Target Person as described in clause (a) of this proviso), in each case as determined
in accordance with GAAP.



Continue, Continuation and Continued. Refers to the continuation of a Base
Rate Loan or a LIBOR Rate Loan from one Interest Period to another Interest Period pursuant to
Section 2.3.2.



Contractual Obligations. For any Person, any provision of any security issued by that
Person or of any material indenture, mortgage, deed of trust, contract, undertaking, agreement, or
other instrument to which such Person is a party or by which it or any of its assets or properties
is bound or to which it or any of its assets or properties is subject.


 


8









 





Conversion Request. A notice given by the Borrowers to the Administrative Agent of the
Borrower’s election to Convert or Continue a Base Rate Loan to a LIBOR Rate Loan, or vice versa, in
accordance with Sections 2.3.1 and 2.3.2.



Convert, Conversion and Converted. Refers to the conversion of either a
Base Rate Loan into a LIBOR Rate Loan or a LIBOR Rate Loan into a Base Rate Loan pursuant to
Sections 2.3.1 and 2.3.2.



Covered Taxes. See Section 6.3.1.



CRE Fund Capital Event. A transaction or series of related transactions giving rise to the
distribution to members of a Centerline CRE Fund of proceeds received by such Centerline CRE Fund
from the sale, exchange, transfer, assignment or other disposition of all or substantially all of
the assets of such Centerline CRE Fund or the dissolution of such Centerline CRE Fund.



Credit Agreement. See the introductory paragraph to this Credit Agreement.



Creditor Parties. The Lenders, the Administrative Agent and the Issuing Bank, or such
group of such Persons as a context may suggest or require.



Daily Unused Amount. See Section 2.1.3(d).



Default. Any event or circumstance which is either an Event of Default, or, with the
giving of notice or the passage of time or both, will become an Event of Default.



Default Rate. An interest rate equal to (a) the Base Rate plus (b) the Applicable
Margin plus (c) 2% per annum, in all cases to the fullest extent permitted by applicable
laws.



Deferred Fee Agreement. That certain letter agreement effective as of December 27, 2007,
between CHC and Morgan Stanley & Co. Incorporated in connection with the Bond Transaction, the
terms of which are consistent with the terms of the Original Agreement.



Deferred Fees. Those certain investment banking fees (a) in the aggregate amount of
approximately $28,900,000 accrued through the date hereof in connection with the consummation of
the Bond Transaction that remain unpaid as of the date hereof, as evidenced by the Deferred Fee
Agreement, and (b) in the amount of approximately $2,000,000 due to JPMorgan Chase & Co. that
remain unpaid as of the date hereof, as reflected on CHC’s balance sheet.



Deferred Fee Forbearance Agreement. That certain Letter Agreement, executed and delivered
on or about the date hereof, between CHC and Morgan Stanley & Co. Incorporated, regarding Morgan
Stanley & Co. Incorporated forbearing with respect to payment of $3,000,000 under the Deferred Fee
Agreement.


 


9









 





Delinquent Lender. See Section 13.5.3.



Derivative Agreement. Any forward contract, futures contract, swap, option or other similar
agreement or arrangement (including, without limitation, caps, floors, collars and similar
agreements).



Designated Assets. Those assets identified on Schedule 4.2.2.



Designated Assets Collateral. The Non-Core Assets, and those assets identified in
Sections 1(i), (ii), 2 and 3 of Schedule 4.2.2.; provided, however,
that the assets identified in clause (ii) of Section 3 of Schedule 4.2.2
shall constitute Designated Assets Collateral only from and after such time as CHC directly or
indirectly owns all of the Capital Stock of Blizzard.



Distribution. The declaration or payment of any dividend on or in respect of any shares of
any class of Capital Stock of CHC or any Subsidiary of CHC, including, without limitation, on
account of and pursuant to SCI’s and SCU’s, other than dividends payable solely in shares of common
stock of CHC or such Subsidiary; the payment or prepayment of principal of, premium, if any, or
interest on, or purchase, redemption, defeasance, retirement or other acquisition of or with
respect to any shares of any class of Capital Stock of CHC or any Subsidiary of CHC, directly or
indirectly through a Subsidiary of such Person or otherwise (including the setting apart of assets
for a sinking or other analogous fund to be used for such purpose); the return of capital by CHC or
any Subsidiary of CHC to its shareholders as such; or any other distribution on or in respect of
any shares of any class of Capital Stock of CHC or any Subsidiary of CHC.



Dollars or $. Dollars in lawful currency of the United States.



Domestic Lending Office. Initially, the office of each Lender designated as such by notice
to the Borrowers; thereafter, such other office of such Lender, if any, that shall be making or
maintaining Base Rate Loans.



Drawdown Date. The date on which any Revolving Loan is made or is to be made, , and the
date on which any Revolving Loan, in accordance with Section 2.3, is Converted or
Continued.



EIT Agreement. The Second Amended and Restated Trust Agreement dated as of December 27,
2007, as amended from time to time, by and among the managing trustees party thereto, CHC,
Wilmington Trust Company, as registered trustee, Holding Trust and CAHA, as manager relating to
EIT.



EIT Common Shares. The common shares of EIT, and any securities into or for which such
common shares hereafter may be converted or exchanged, constituting all Capital Stock of EIT other
than the EIT Preferred Shares.



 


10









 






EIT Preferred Shares. The preferred shares issued by EIT as of the date of the EIT
Agreement.



11% Cumulative Convertible Preferred Shares, Series A-1. CHC’s 11% Cumulative Convertible
Preferred Shares, Series A-1 as described in CHC’s filings as filed with the SEC from time to time.



Eligible Assignee. Any Person who is: (i) a Lender, any Affiliate of a Lender or any
Approved Fund with respect to such Lender; and (ii) any other financial institution approved by the
Administrative Agent. In addition to the foregoing, with respect to the Revolving Loan
Commitments, no Lender (with respect to an increase in such Lender’s Revolving Loan Commitment), no
Affiliate of a Lender, no Approved Fund with respect to such Lender and no other financial
institution shall be an Eligible Assignee without the prior approval of the Issuing Bank. The
Administrative Agent and the Issuing Bank acknowledge and agree that their respective approvals
provided for in this definition shall not be unreasonably withheld or delayed.



Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of
ERISA established, maintained or contributed to (including any plan to which an obligation to
contribute exists) by the Borrower, any Guarantor or any ERISA Affiliate, other than a Guaranteed
Pension Plan or a Multiemployer Plan.



Equity Collateral. All of the Capital Stock of CFin Holdings held by CCG (consisting of
90% of CFin Holdings’ issued and outstanding Capital Stock); and all of the Capital Stock in CCG,
each of the Guarantors (other than CCC), EIT (other than the EIT Preferred Shares), ARCap 2004-RR3
Resecuritization, Inc., ARCap 2005-RR5 Resecuritization, Inc., SPV I and SPV II, and any other
Persons listed on Schedule 1A under paragraph C thereof.



ERISA. The Employee Retirement Income Security Act of 1974 as amended, and regulations
promulgated thereunder.



ERISA Affiliate. Any Person which is treated as a single employer with CHC or any
Subsidiary of CHC under Section 414 of the Code.


 


11









 





ERISA Event. (i) A “reportable event” within the meaning of Section 4043 of ERISA and the
regulations issued thereunder with respect to any Guaranteed Pension Plan; (ii) the failure to meet
the minimum funding standard of Code Section 412 with respect to any Guaranteed Pension Plan
(whether or not waived in accordance with Section 412(d) of the Code) or the failure to make by its
due date a required installment under Code Section 412(m) with respect to any Guaranteed Pension
Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision
by the administrator of any Guaranteed Pension Plan pursuant to Section 4041(a)(2) of ERISA of a
notice of intent to terminate such plan in a distress termination described in Section 4041(c) of
ERISA; (iv) the withdrawal by any Borrower, Guarantor, Pledged Entity or ERISA Affiliate from any
Guaranteed Pension Plan with two or more contributing sponsors or the termination of any such plan
resulting in liability pursuant to Sections 4063 or 4064 of ERISA; (v) the institution by the PBGC
of proceedings to terminate any Guaranteed Pension Plan, or the occurrence of any event or
condition which might constitute grounds under ERISA for the termination of, or the appointment of
a trustee to administer, any Guaranteed Pension Plan; (vi) the imposition of liability on any
Borrower, Guarantor, Pledged Entity or ERISA Affiliate pursuant to Section 4062(e) or 4069 of ERISA
or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal by any Borrower,
Guarantor, Pledged Entity or any ERISA Affiliate in a complete or partial withdrawal (within the
meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential
liability therefor, or the receipt by any Borrower, Guarantor, Pledged Entity or any ERISA
Affiliate of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section
4041A or 4042 of ERISA; (viii) the occurrence of an act or omission that could give rise to the
imposition on any Borrower, Guarantor, Pledged Entity or any ERISA Affiliate of material fines,
penalties, taxes or related charges under the Code in respect of any Employee Benefit Plan
including without limitation, the occurrence of a prohibited transaction within the meaning of Code
Section 4975, that would have a Material Adverse Effect; (ix) the assertion of a material claim
(other than routine claims for benefits) against any Employee Benefit Plan or the assets thereof,
or against any Borrower, Guarantor, Pledged Entity or any ERISA Affiliate in connection with any
such Employee Benefit Plan that would have a Material Adverse Effect; (x) receipt from the Internal
Revenue Service of notice of the failure of any Guaranteed Pension Plan (or any other Employee
Benefit Plan intended to be qualified under Code Section 401(a)) to qualify under Code Section
401(a), or the failure of any trust forming part of any Employee Benefit Plan that is an employee
pension benefit plan within the meaning of Section 3(2) of ERISA to qualify for exemption from
taxation under Code Section 501(a); or (xi) the imposition of a Lien pursuant to Code Section
401(a)(29) or 412(n) or pursuant to ERISA with respect to any Employee Benefit Plan that is an
employee pension benefit plan within the meaning of Section 3(2) of ERISA.



ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within
the meaning of Section 4043 of ERISA and the regulations promulgated thereunder, but excluding any
event for which the 30 day notice requirement has been waived by applicable regulations of the
PBGC.



Event of Default. See Section 11.1.



Excess Cash Flow. Net cash flow for each Fiscal Quarter ending after the Closing Date,
after the application of Available Cash to the then outstanding principal balance of the Working
Capital Revolver Advances on the last Business Day of such Fiscal Quarter pursuant to Section
4.1.2, of any Borrower, Guarantor, or Affiliate, which the Administrative Agent may determine,
in its reasonable discretion, is in excess of such net cash flow as such Borrower, Guarantor, or
Affiliate may require so as to make available to CHC on a consolidated basis for the next Fiscal
Quarter an amount not greater than $20MM consisting of the aggregate sum, without duplication, of
(a) Available Cash, (b) Cash Equivalents, and (c) Working Capital Availability.



 


12









 






Excess Re-Remic Cash Flow. See Section 4.2.4(d).



Excluded Taxes. With respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any Obligation of the Borrowers
hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in which its principal
office is located, and (b) any branch profits taxes imposed by the United States or any similar tax
imposed by any other jurisdiction in which either Borrower is located.



Existing Letters of Credit. Those Letters of Credit issued under the Original Agreement
that continue to be outstanding as of the date hereof and that are listed on Schedule 5,
and any renewals or extensions thereof.



Fannie Mae. Federal National Mortgage Association, a shareholder-owned
government-sponsored enterprise organized and existing under the laws of the United States.



FDIC. The Federal Deposit Insurance Corporation.



Fee Letter. The fee letter, of even date herewith, among the Borrowers and the
Administrative Agent.



Fees. Collectively, the Letter of Credit Fees, the Administrative Agent’s Fee, the Closing
Fees and the Unused Facility Fee.



Fiscal Quarter(s). The approximately thirteen (13) or fourteen (14) week periods, the first
of which shall commence on the first day of each Fiscal Year, and the second, third and fourth of
which shall commence on the first day of April, July and October, respectively.



Fiscal Year. The period commencing on January 1 and ending on December 31 of each calendar
year.



Fixed Charges. The amount measured as of the last day of the applicable period derived
from (A) interest expense on Funded Debt and Term Loan that is due and payable during such
applicable period, plus (B) the Unused Facility Fee and any other unused facility fees on Funded
Debt, plus (C) scheduled principal payments of Funded Debt (excluding any amortization payments on
the Term Loan and the Termed Out Revolver), plus (D) payments made or funds allocated to pay any
interest on the Deferred Fees, plus (E) preferred dividends paid to any 4.4% Convertible CRA
Shares, plus (F) preferred dividends paid to any 11% Cumulative Convertible Preferred Shares,
Series A-1, plus (G) preferred dividends paid to any preferred Capital Stock (other than
Distributions permitted and contemplated by Section 10.6).



4.4% Convertible CRA Shares. CHC’s 4.4% Convertible Community Reinvestment Act Preferred
Shares described in CHC’s Filings as filed with the SEC from time to time, and any and all shares
of capital stock of CHC with similar characteristics and terms, including, without limitation, such
shares that possess different dividend rates.



Freddie Mac. Federal Home Loan Mortgage Corporation, a shareholder-owned
government-sponsored enterprise organized and existing under the laws of the United States.



 


13









 






Fund. Any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course.



Funded Debt. The sum of the outstanding principal of (a) Revolving Loans plus any (b)
Senior Unsecured Indebtedness of the Borrowers, plus (c) Subordinated Debt of the Borrowers, plus
(d) any Risk-Adjusted Contingent Liabilities which have become payable or are short term GAAP
liabilities.



Fund Promotes Income. With respect to each Centerline CRE Fund, all Distributions to the
managing member of such Centerline CRE Fund after the investors in such Centerline CRE Fund have
received their specified preferred return, not including any such Distributions allocated to such
managing member on account of, or in proportion to, its percentage interest in such Centerline CRE
Fund or on account of such managing member’s so-called “participating interest” or “asset
management fee” (as defined in the documentation relating to a particular Centerline CRE Fund).
For the avoidance of doubt, Fund Promotes Income means all Distributions made to the applicable
managing member of: (i) with respect to HY CMBS Fund, the “Incentive Allocation” referenced in
Section 7.2(c) of that certain Amended and Restated Limited Liability Company Agreement,
dated as of April 24, 2002 (as amended, restated, supplemented or otherwise modified from time to
time) in effect on the date hereof, provided, however that Fund Promotes Income shall not include
the portions of such distributions allocated to the ARCap Fund I Incentive Compensation Plan and
the ARCap Fund I Senior Management Incentive Compensation Plan, aggregating to not more than 40% of
such distributions (collectively, the “Fund I Plans”); (ii) with respect to DR CMBS Fund, the
“Incentive Allocation” referenced in Section 7.2(c) of that certain Amended and Restated
Limited Liability Company Agreement, dated as of October 31, 2002 (as amended, restated,
supplemented or otherwise modified from time to time) in effect on the date hereof, provided,
however that Fund Promotes Income shall not include the portions of such distributions allocated to
the Fund I Plans; (iii) with respect to HY CMBS Fund II, the distributions made exclusively to the
managing member under the terms of Section 7.2(b) and 7.2(c) of that certain
Limited Liability Company Agreement, dated as of June 25, 2004 (as amended, restated, supplemented
or otherwise modified from time to time) in effect on the date hereof, provided, however, that Fund
Promotes Income shall not include the 12.9% of such distributions allocated to Centerline Fund
Investments LLC, and that portion of the remaining 87.1% of such distributions which are allocated
to ARCap Fund II Incentive Compensation Plan and the ARCap Fund II Senior Management Incentive
Compensation Plan which shall aggregate to not more than 40% of such 87.1% of such distributions
(collectively, the “Fund II Plans”); (iv) with respect to DR CMBS Fund II, the distributions made
exclusively to the managing member under the terms of Section 7.2(b) and 7.2(c) of
that certain Limited Liability Company Agreement, dated as of July 12, 2004 (as amended, restated,
supplemented or otherwise modified from time to time) in effect on the date hereof, provided,
however, that Fund Promotes Income shall not include the 12.9% of such distributions allocated to
Centerline Fund Investments LLC, and that portion of the remaining 87.1% of such distributions
which are allocated to the Fund II Plans; (v) with respect to HY CMBS Fund III, the distributions
made exclusively to the managing member under the terms of Section 6.2(c) and
6.2(d) of that certain Limited Liability Company Agreement, dated as of August 6, 2007 (as
amended, restated, supplemented or otherwise modified from time to time) in effect on the date
hereof; (vi) with respect to CRESS, the “Managing Member’s Promote Distributions” referenced in
Section 7.2(a)(ii)(B) and 7.2(a)(iii)(B) of that certain Limited Liability Company
Agreement, dated as of May 10, 2006 (as amended, restated, supplemented or otherwise modified from
time to time) in effect on the date hereof; and (vii) with respect to Urban Capital, the “Excess
Return Distribution” referenced in Section 6.01(b)(iii) of that
certain Limited Liability Company Agreement, dated as of November 19, 2001 (as amended, restated,
supplemented or otherwise modified from time to time) in effect on the date hereof.


 


14









 





GAAP. 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 each Borrower, each Guarantor
and their respective Subsidiaries adopting the same principles, provided that in each case referred
to in this definition of “GAAP” a certified public accountant would, insofar as the use of such
accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than
qualifications regarding changes in GAAP and as to normal year-end adjustments) as to financial
statements in which such principles have been properly applied.



Governing Documents. With respect to any Person, its certificate or articles of
incorporation, certificate of formation, certificate of trust, or, as the case may be, certificate
of limited partnership, its by-laws, operating agreement, trust agreement or, as the case may be,
partnership agreement or other constitutive documents and all shareholder agreements, voting trusts
and similar arrangements applicable to any of its Capital Stock.



Governmental Authority. Any foreign, federal, state, provincial, regional, local municipal
or other government, or any department, commission, board, bureau, agency, public authority or
instrumentality thereof, or any court or arbitrator.



Government Obligations. See the definition of Cash Equivalents.



Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of Section
3(2) of ERISA established, maintained, or contributed to (including any plan to which an obligation
to contribute exists) by either Borrower, any Guarantor, any Pledged Entity or any ERISA Affiliate,
the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to
Title IV of ERISA, other than a Multiemployer Plan.



Guaranties. Those Guaranties executed or ratified by the Guarantors on or about the date
hereof, or from time to time as contemplated hereby, substantially in form and content of
Exhibit 1.1B, and otherwise in form and content reasonably satisfactory to the
Administrative Agent, pursuant to which, among other things, each Guarantor jointly, severally and
unconditionally guaranties the payment and performance in full of the Obligations.



Indebtedness. As to any Person and whether recourse is secured by or is otherwise available
against all or only a portion of the assets of such Person and whether or not contingent, but
without duplication:




(a) every obligation of such Person for money borrowed;




(b) every obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition of property,
assets or businesses;


 


15









 






(c) every reimbursement obligation of such Person with respect to letters of credit,
bankers’ acceptances, or similar facilities issued for the account of such Person;




(d) every obligation of such Person issued or assumed as the deferred purchase price of
property or services (including securities repurchase agreements but excluding trade
accounts payable or accrued liabilities arising in the ordinary course of business);




(e) every obligation of such Person under any capitalized lease;




(f) every obligation of such Person under any synthetic lease;




(g) all sales by such Person of (i) accounts or general intangibles for money due or to
become due, (ii) chattel paper, instruments or documents creating or evidencing a right to
payment of money or (iii) other receivables (collectively “receivables”), whether pursuant
to a purchase facility or otherwise, other than in connection with the disposition of the
business operations of such Person relating thereto or a disposition of defaulted
receivables for collection and not as a financing arrangement, and together with any
obligation of such Person to pay any discount, interest, fees, indemnities, penalties,
recourse, expenses or other amounts in connection therewith;




(h) every obligation of such Person to purchase, redeem, retire or otherwise acquire for
value any shares of Capital Stock issued by such Person or any rights measured by the value
of such Capital Stock;




(i) every obligation of such Person under any Derivative Agreement;




(j) every obligation in respect of Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent that such Person is
liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent that the terms of such Indebtedness provide that such
Person is not liable therefor and such terms are enforceable under applicable law; and




(k) every obligation, contingent or otherwise, of such Person guaranteeing, or having the
economic effect of guarantying or otherwise acting as surety for, any obligation of a type
described in any of clauses (a) through (j) above (the “primary obligation”) of another
Person (the “primary obligor”), in any manner, whether directly or indirectly, and
including, without limitation, any obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase of) any security for the payment of such primary
obligation, (ii) to purchase property, securities or services for the purpose of assuring
the payment of such primary obligation, or (iii) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such primary obligation.


 


16









 






The “amount” or “principal amount” of any Indebtedness at any time of determination
represented by (1) any Indebtedness, issued at a price that is less than the principal
amount at maturity thereof, shall be the amount of the liability in respect thereof
determined in accordance with GAAP, (2) any capitalized lease shall be the present value of
the aggregate of the rentals obligation under such capitalized lease payable over the term
thereof that is not subject to termination by the lessee, (3) any sale of receivables shall
be the amount of unrecovered capital or principal investment of the purchaser (other than
CHC or any of its wholly-owned Subsidiaries) thereof, excluding amounts representative of
yield or interest earned on such investment, (4) any synthetic lease shall
be the stipulated loss value, termination value or other equivalent amounts, (5) any
derivative contract shall be the maximum amount of any termination or loss payment required
to be paid by such Person if such derivative contract were, at the time of determination, to
be terminated by reason of any event of default or early termination event thereunder,
whether or not such event of default or early termination event has in fact occurred, (6)
any equity related purchase obligation shall be the maximum fixed redemption or purchase
price thereof inclusive of any accrued and unpaid dividends to be comprised in such
redemption or purchase price and (7) any guaranty or other contingent liability referred to
in clause (k) above shall be an amount equal to the stated or determinable amount of the
primary obligation in respect of which such guaranty or other contingent obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined by such
Person in good faith.



Information. See Section 25.2.



Intercompany Subordination Agreement. That certain Subordination Agreement, dated as of
the date of the Original Agreement, and ratified as of the date hereof, among the Borrowers, the
Guarantors, the Pledged Entities, the subordinating creditors and the Administrative Agent, which
provides, inter alia, that all Indebtedness owing to another Borrower, Guarantor or
Pledged Entity shall be subordinated to the full and final payment of the Obligations.



Interest Payment Date. (a) With respect to any outstanding Revolving Loans (i) as to any
Base Rate Loan, the first Business Day of each calendar month (including the month immediately
following the month which includes the Drawdown Date thereof) and the Revolver Maturity Date, and
(ii) as to any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan, the
Revolver Maturity Date; and (b) with respect to the outstanding Term Loan (i) as to any Base Rate
Loan, the first Business Day of each calendar month (including the month immediately following the
month which includes the Drawdown Date thereof), the Term Loan Maturity Date and any date on which
any portion of the principal outstanding of the Term Loan is prepaid, and (ii) as to any LIBOR Rate
Loan, the last day of each Interest Period applicable to such Loan, the Term Loan Maturity Date and
any date on which any portion of the principal outstanding of the Term Loan is prepaid;
provided, however, that, with respect to any portion of the Revolving Loans or the
Term Loan, if any Interest Period for a LIBOR Rate Loan exceeds three (3) months, the respective
dates that fall every three months after the beginning of such Interest Period shall also be
Interest Payment Dates.


 


17









 





Interest Period. With respect to all or any relevant portion of each Revolving Loan or the
Term Loan, (a) initially, the period commencing on the Drawdown Date of such Loan and ending on the
last day of one of the periods set forth below, as selected by the Borrowers in a Loan Request or
as otherwise required by the terms of this Credit Agreement (i) for any Base Rate Loan, each
Business Day, and (ii) for any LIBOR Rate Loan 1, 2, 3, or 6 months, and (b) thereafter, each
period commencing on the last day of the next preceding Interest Period applicable to such Loan or
portion thereof and ending on the last day of one of the periods set forth above, as selected by
the Borrowers in a Conversion Request; provided that all of the foregoing provisions
relating to Interest Periods are subject to the following:




(a) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day
that is not a Business Day, that Interest Period shall be extended to the next succeeding
Business Day unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the immediately
preceding Business Day;




(b) if the Borrowers fail to give notice as provided in Section 2.3, the Borrowers
shall be deemed to have requested a conversion of the affected LIBOR Rate Loan to a Base
Rate Loan and the continuance of all Base Rate Loans as Base Rate Loans on the last day of
the then current Interest Period with respect thereto;




(c) any Interest Period relating to any LIBOR Rate Loan that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last Business Day of a
calendar month; and




(d) any Interest Period relating to any LIBOR Rate Loan that would otherwise extend beyond
the applicable Maturity Date shall end on such Maturity Date.



Issuing Bank. See the introductory paragraph to this Credit Agreement.



LC Guaranty. See Section 5.1.1.



Lender or Lenders. See the introductory paragraph to this Credit Agreement. Such
term shall also include any Person that becomes a Lender by way of assignment or transfer pursuant
to this Credit Agreement.



Letter of Credit Application. Intentionally deleted.



Letter of Credit Fee. See Section 5.6.



Letter of Credit Participation. See Section 5.1.4.



LIBOR Business Day. Any day on which commercial banks are open for international business
(including dealings in Dollar deposits) in London.



LIBOR Lending Office. Initially, the office of each Lender designated as such by notice to
the Borrower; thereafter, such other office of such Lender, if any, that shall be making or
maintaining LIBOR Rate Loans.


 


18









 





LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the rate per annum
as determined on the basis of the offered rates for deposits in Dollars, for a period of time
comparable to such LIBOR Rate Loan which is equal to the British Bankers Association LIBOR Rate
(“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations
of BBA LIBOR as designated by the Administrative Agent from time to time) (collectively, the
“Reuters System”) as of 11:00 a.m. London time on the day that is two (2) LIBOR Business Days
preceding the first day of the Interest Period applicable to such LIBOR Rate Loan;
provided, however, if the rate described above does not appear on the Reuters
System on any applicable interest determination date, the LIBOR Rate shall be the rate
(rounded upward if necessary, to the nearest one hundred-thousandth of a percentage point),
determined on the basis of the offered rates for deposits in Dollars for a period of time
comparable to such LIBOR Rate Loan which are offered by four major banks in the London interbank
market at approximately 11:00 a.m. London time, on the date that is two (2) LIBOR Business Days
preceding the first day of such Interest Period as selected by the Administrative Agent. The
principal London office of each of the four major London banks will be requested to provide a
quotation of its Dollar deposit offered rate. If at least two (2) such quotations are provided,
the rate for that date will be the arithmetic mean of the quotations. If fewer than two (2)
quotations are provided as requested, the rate for that date will be determined on the basis of the
rates quoted for loans in Dollars to leading European banks for a period of time comparable to such
Interest Period offered by major banks in New York City at approximately 11:00 a.m. Boston time, on
the day that is two (2) LIBOR Business Days preceding the first day of such LIBOR Rate Loan. In
the event that the Administrative Agent is unable to obtain any such quotation as provided above,
it will be deemed that the LIBOR Rate pursuant to a LIBOR Rate Loan cannot be determined. In the
event that the Board of Governors of the Federal Reserve System shall impose a Reserve Percentage
with respect to LIBOR Rate deposits of any Lender, then for any period during which such Reserve
Percentage shall apply, the LIBOR Rate shall be equal to the amount determined above divided by an
amount equal to 1 minus the Reserve Percentage.



LIBOR Rate Loans. All or any portion of the Revolving Loans or the Term Loan bearing
interest calculated by reference to the LIBOR Rate.



Liens. Any encumbrance, mortgage, deed of trust, assignment, attachment, deposit
arrangement, lien (statutory, judgment or otherwise), pledge, hypothecation, charge, restriction or
other security interest, security agreement, or any interest of any kind securing any obligation of
any entity or person, whether such interest is based on common law, civil law, statute or contract.



LIHTC Investments. See Section 3.1.2. The term “LIHTC Investments” expressly
excludes the CCG LIHTC Investments.



Loan Documents. This Credit Agreement, any Notes, the Existing Letters of Credit, the
Guaranties, the Pledge Agreements, the Other Security Documents, the Fee Letter and any other
agreement between or among a Borrower and/or any Guarantor and the Administrative Agent and/or any
Lender relating to fee arrangements, or any other agreement, instrument or writing between or among
such parties pursuant to, ancillary to or contemplated by this Credit Agreement.



Loan Request. A Revolving Loan Request.



Loans. Collectively, the Revolving Loans and the Term Loan.


 


19









 





Material Adverse Effect. A material adverse effect on (i) the properties, assets,
financial condition, operations or business of each of the Borrowers and Guarantors, and their
Subsidiaries, taken as a whole, (ii) the ability of either Borrower or any Guarantor to fully and
timely pay or perform its obligations under the Loan Documents, (iii) the legality, validity,
binding effect or enforceability against either Borrower or any Guarantor of a Loan Document to
which it is a party, or (iv) the rights, remedies and benefits available to, or conferred upon, the
Administrative Agent or any other Creditor Party under any Loan Document.



Maturity Dates. Collectively, the Revolver Maturity Date and the Term Loan Maturity Date.



Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at any time
draw under outstanding Letters of Credit issued for the account of a Borrower, as such aggregate
amount may be reduced from time to time by draws under such Letters of Credit or otherwise pursuant
to the terms of such Letters of Credit.



Moody’s. Moody’s Investors Service, Inc. and its successors.



Multiemployer Plan. Any multiemployer plan within the meaning of Section 3(37) of ERISA
maintained or contributed to by either Borrower, any Guarantor or any ERISA Affiliate.



Negative Covenants and Financial Covenants. The covenants of the Borrowers and the
Guarantors set forth in Section 10.



Net Worth. CHC’s total shareholders’ equity as set forth on the most recent balance sheet
of CHC in accordance with GAAP as adjusted in the following manner, in each case, as such
adjustment is approved by the Administrative Agent in its reasonable discretion: (i) by adding the
amount attributable to Reclassified CRA Shares on the balance sheet of CHC to the extent not
already included therein, (ii) by adding any charge to shareholders’ equity based on (A) the
difference between fair value of the Reclassified CRA Shares as of the date on which such shares
required reclassification and the carrying basis of such shares, and (B) the difference between the
fair value of the Reclassified CRA Shares as of the date on which such shares required
reclassification and the future redemption price of such shares, and (iii) by eliminating the
increase or decrease to shareholders’ equity caused by the consolidation of Centerline High Yield
CMBS Fund I LLC, Centerline High Yield CMBS Fund II LLC, Centerline High Yield CMBS Fund III LLC
and Centerline Real Estate Special Situations Mortgage Fund LLC (collectively, the “Consolidated
Funds”) solely because of the application of FIN 46. At such time as changes in GAAP require a
material alteration in the calculation of CHC’s Net Worth, shareholder equity or other similar
measurements of CHC’s equity value, including, without limitation, in the event GAAP requires the
calculation of so-called “controlling” and “non-controlling” equity, the Administrative Agent, the
Borrowers and the Guarantors shall negotiate in good faith to revise the definition of Net Worth
and to re-set the Net Worth covenant in Section 10.14 in order to continue to measure the
economic health of CHC in a manner substantially equivalent to the manner in which CHC’s economic
health is measured by the Net Worth covenant set forth in Section 10.14 on the Closing
Date. Following such changes in GAAP, and prior to the Administrative Agent, the Borrowers and the
Guarantors agreeing to such revisions and re-set of the Net Worth covenant in Section
10.14, the definition of Net Worth and Section 10.14 in effect on the Closing Date
shall continue to apply and for purposes of calculating Net Worth and compliance with Section
10.14 the Borrowers shall prepare supplements to their GAAP financial statements allowing the
calculation of covenant compliance in accordance with GAAP as in effect on the Closing Date.


 


20









 





New Lending Office. See Section 6.3.4.



Non-Core Assets. See Section 9.26.



Non-Core Asset Loan. See Section 9.26.



Non-U.S. Lender. See Section 6.3.4.



Notes. Any Revolving Notes and any Term Notes as a Lender may request from time to time
pursuant to Section 2.1.4 or Section 2.2.2, as the case may be.



Obligations. All indebtedness, obligations and liabilities of the Borrowers, any of the
Guarantors and their respective Subsidiaries to any of the Lenders, the Issuing Bank, the
Administrative Agent or any of their Affiliates, individually or collectively, existing on the date
of this Credit Agreement or arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law or otherwise, arising or incurred under this Credit Agreement or any of
the other Loan Documents or any Derivative Agreement or in respect of any of the Loans made, or any
obligations under Derivative Agreements or Reimbursement Obligations incurred or any of the
Existing Letters of Credit or other instruments at any time evidencing any thereof.



Original Agreement. See the second paragraph of this Credit Agreement.



Original Closing Date. December 27, 2007.



Other Collateral. All of the collateral described in the Other Security Documents.




Other Security Documents. Collectively, (i) the Security Agreements (All Assets) between
the Administrative Agent and each Borrower and each Guarantor, (ii) the Security Agreements
relating to specific assets between the Administrative Agent and, respectively, SPV II, Centerline
Equity Issuer Trust II, Centerline Fund Management LLC, Centerline CMBS Fund III Management LLC,
Centerline Urban Capital Advisor LLC, CMC, CMP, CFin Holdings, and Centerline GP Holdings LLC,
(iii) the Note Pledge Agreements between the Administrative Agent and, respectively, EIT and
Centerline CMBS Fund III Management LLC, (iv) the Securities Pledge Agreement between the
Administrative Agent and Centerline REIT, (v) the Collateral Assignments of Right to Receive
Payments between the Administrative Agent and, respectively, SPV I and SPV II, (vi) the Bond Pledge
Agreements between the Administrative Agent and EIT, (vii) the Equity Pledge Agreement between the
Administrative Agent and CHC relating to the Capital Stock of Blizzard, and (viii) the Global
Pledge Agreements between the Administrative Agent and, respectively, Centerline Investor LP,
Centerline Investor LP II and Centerline SLP LLC, in each case as such agreement is amended and/or
restated from time to time. 


 


21









 





Other Taxes. See Section 6.3.2.



Outstanding or outstanding. With respect to the Loans, the aggregate unpaid
principal thereof as of any date of determination.



Participant. See Section 17.4.



PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any
successor entity or entities having similar responsibilities.



Permitted Businesses. See Section 10.12.



Permitted Indebtedness. See Section 10.3.



Permitted Liens. See Section 10.1.



Person. Any natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity.



Platform. See Section 25.4.



Pledge Agreements. The Pledge Agreements to be executed by each of the holders of Equity
Collateral, on or about the date hereof, or from time to time as contemplated hereby, substantially
in form and content of Exhibit 1.1C, and otherwise in form and content satisfactory to the
Administrative Agent, pursuant to which, among other things, such entities shall pledge and assign
to the Administrative Agent, on behalf and for the pro rata benefit of the Creditor Parties, a
first priority security interest in, all of such entities’ right, title and interest in and to the
Capital Stock of the Person whose Capital Stock constitutes Equity Collateral.



Public Lender. See Section 25.4.




Reclassified CRA Shares. Collectively, the Convertible Community Reinvestment Act
Preferred Shares and the 4.4% Cumulative Perpetual Convertible CRA Preferred Shares (as such terms
are defined in CHC’s Filings) that have been reclassified outside of permanent equity provided that
the holders of such shares have no right to put such shares for redemption prior to the Revolver
Maturity Date.



Register. See Section 17.3.



Regulation D. Regulation D of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor or other regulation or official interpretation of said
Board of Governors relating to reserve requirements applicable to member banks of the Federal
Reserve System.



Reimbursement Obligation. See Section 5.2.



Related Parties. With respect to any specified Person, such Person’s Affiliates and the
respective equityholders, directors, trustees, officers, employees, agents, attorneys,
representatives and advisors of such Person and such Person’s Affiliates.


 


22









 





Re-Remic Cash Flow. All cash flow received from time to time from the Re-Remic Collateral.



Re-Remic Collateral. Those securities listed on Schedule 1C.



Re-Remic Loan. That certain loan made by Bank of America, N.A. to Centerline REIT Inc., in
principal face amount of $13,847,031.12, evidenced by that certain Non-Recourse Term Note, dated as
of December 4, 2008, made by Centerline REIT Inc. payable to Bank of America, N.A. or its assigns,
and secured by the Re-Remic Collateral.



Required Lenders. Until such time as the Term Loan and all Obligations relating directly
thereto or arising therefrom have been fully paid, any Lender or combination of two or more Lenders
holding at least 75% of the sum of all Term Loans outstanding, all Revolving Exposure, unused
Revolving Loan Commitments and unused Term Loan Commitments (as such Commitments are reflected on
Schedule 2 and as such Commitments may be reduced from time to time pursuant to Section
2.5). From and after such time as the Term Loan and all Obligations relating directly thereto
or arising therefrom have been fully paid, Required Lenders shall mean any Lender or combination of
two or more Lenders holding at least 66.67% of the sum of all Revolving Exposure and unused
Revolving Loan Commitments.



Reserve Percentage. The maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed on member banks of the Federal Reserve
System against “Eurocurrency Liabilities” as defined in Regulation D.



Reuters System. See the definition of LIBOR Rate.



Revolver Maturity Date. September 30, 2010, subject to acceleration under Section
11.2.1.



Revolving Credit Lender. Each Lender whose Revolving Loan Commitment and Revolving Loan
Commitment Percentage is greater than zero.



Revolving Credit Limit. The aggregate of all Revolving Loan Commitments from time to time
under this Agreement, as may be reduced from time to time pursuant to this definition and the other
terms of this Credit Agreement. As of the date hereof, the Revolving Credit Limit equals
$245,000,000; which amount consists of the aggregate of $220,000,000 of principal outstanding under
the Termed Out Revolver, and $25,000,000, which is the maximum amount permitted to be borrowed
under the Revolving Portion (all of which has been borrowed as of the date hereof). At all times
the Revolving Credit Limit shall equal the sum of the remaining unpaid principal of the Termed out
Revolver and the maximum amount permitted to be borrowed under the Revolving Portion; so that as
the outstanding principal of the Termed Out Revolver is repaid, and the maximum amount permitted to
be borrowed under the Revolving Portion is reduced, the Revolving Credit Limit shall be
automatically reduced Dollar for Dollar. In the event that the outstanding principal balance of
the Termed Out Revolver exceeds $190,000,000 on June 30, 2010, the Borrowers shall pay down such
principal so that the remaining outstanding principal balance of the Termed Out Revolver shall
equal $190,000,000 on June 30, 2010, and the Revolving Credit Limit shall be reduced as of June 30,
2010 to equal the aggregate sum of $190,000,000 plus the maximum amount then permitted to be
borrowed under the Revolving
Portion. In addition, in the event that any Existing Letter of Credit is terminated or expires, or
the amount available to be drawn under any Existing Letter of Credit is reduced, the outstanding
principal balance of the Termed Out Revolver and the Revolving Credit Limit shall be reduced dollar
for dollar. Promptly in the event of any reduction in the Revolving Credit Limit, the
Administrative Agent will provide written notice to the Borrowers, the Guarantors and the Lenders
of the decrease in the Revolving Credit Limit and the Total Credit Amount then occurring. From
time to time as the Administrative Agent provides notice of any such decrease, the Administrative
Agent will also provide a revised Schedule 2 pursuant to Section 17.3 reflecting
the updated Revolving Loan Commitments and the then applicable Revolving Credit Limit.


 


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Revolving Exposure. At any time, the sum of the outstanding amount of all Revolving Loans,
plus the Maximum Drawing Amount, plus, without duplication, all Unpaid Reimbursement Obligations.



Revolving Loan Account. See Section 17.3.



Revolving Loan Commitment. Each Revolving Credit Lender’s share of the outstanding
principal balance of the Termed Out Revolver plus the obligation of such Lender to make Revolving
Loans under the Revolving Portion not to exceed such Lender’s Revolving Portion Commitment. and in
an aggregate principal and/or face amount not to exceed the amount set forth under the heading
Revolving Loan Commitment opposite such Lender’s name on Schedule 2 or in the Assignment
and Acceptance pursuant to which such Lender became a party hereto, as the same may be (a) reduced
from time to time pursuant to the definition of Revolving Credit Limit, Section 2.5 or,
Section 4.2;or (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 17.2.



Revolving Loan Commitment Percentage. With respect to each Revolving Credit Lender, the
percentage set forth opposite its name on Schedule 2.



Revolving Loan Request. See Section 2.1.6(a).



Revolving Loans. The revolving credit loans made by the Revolving Credit Lenders to the
Borrowers pursuant to Section 2.1, and consisting of the aggregate of the Termed Out
Revolver and the Revolving Portion.



Revolving Note. See Section 2.1.4.



Revolving Portion. See Section 3.1.2.



Revolving Portion Commitment. The obligation of each Revolving Credit Lender to make
Revolving Loans under the Revolving Portion not to exceed the amount set forth under the heading
Revolving Portion Commitment opposite such Lender’s name on Schedule 2 or in the Assignment
and Acceptance pursuant to which such Lender became a party hereto, as the same may be (a) reduced
from time to time pursuant to the definition of Revolving Credit Limit,
Section 2.5 or, Section 4.2;or (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 17.2.



 


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Risk-Adjusted Contingent Liabilities. Any guaranties or other indirect contingent
Indebtedness with respect to which a risk-adjusted category has been determined, and with the
aggregate amount thereof with respect to Risk-Adjusted Contingent Liabilities of CHC or CCG to be
based upon the risk classifications and the risk factor weightings associated therewith as set
forth on Exhibit 1.1D. Any potential liabilities arising from matters not clearly
attributable to an existing risk category shall be assigned an initial risk-rating by the
Administrative Agent in its sole discretion, and upon such assignment Exhibit 1.1D may be
revised unilaterally by the Administrative Agent in order to reflect such new risk category.



S&P. Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



SCI’s. Special Common Interests issued by Centerline Investors entitling the holders
thereof to a Preferred Return (as defined in Centerline Investors’ Second Amended and Restated
Limited Liability Company Agreement dated as of August 15, 2006, as amended).



SCU’s. Special Common Units issued by CCC entitling the holders thereof to a Preferred
Return (as defined in CCC’s Amended and Restated Operating Agreement dated November 17, 2003, as
amended).



SEC. The United States Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all of the functions of the United States Securities and Exchange Commission.



Senior Unsecured Indebtedness. Recourse indebtedness for borrowed money that is not
secured by any of the Borrowers’ or any of their Subsidiaries’ assets, and that is not Subordinated
Debt. Senior Unsecured Indebtedness shall include the Deferred Fees. Notwithstanding the
foregoing, Senior Unsecured Indebtedness shall not include any indebtedness reflected on the
balance sheet of a Person as required by GAAP that arises from deferred fees or other deferred
revenues associated with providing guaranties.



Solvent. A Person is Solvent if the present fair saleable value of such Person’s assets is
greater than the amount that will be required to pay such Person’s probable liability on its
existing debts as they become absolute and matured.



Stabilization Escrow Agreement. That certain Stabilization Escrow and Security Agreement
dated as of December 1, 2007, between Freddie Mac and SPV II.



Subordinated Debt. Any of the Borrowers’ Indebtedness for borrowed money subordinated to
the payment and performance of the Obligations upon terms and conditions reasonably acceptable to
the Administrative Agent. Such Indebtedness will be acceptable to the Administrative Agent, and
therefore will constitute Subordinated Debt, if such Indebtedness provides for the following: (a)
such Indebtedness is not secured by any interest in the Collateral; (b) payments with respect to
such Indebtedness is prohibited during the existence of either or
both of (i) a Default in any Obligation requiring the payment of money or (ii) any Event of
Default, and (c) the holder of such Indebtedness shall have agreed, for the benefit of the Lenders,
to refrain from pursuing any rights or remedies with respect to such Indebtedness or with respect
to any collateral or security therefor until such time as the Obligations have been fully and
indefeasibly paid and performed.


 


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Subsidiary. Any corporation, association, trust, partnership, limited liability company or
other business entity of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of the outstanding
Voting Stock.



Supplemental Loans. Loans made with respect to assets included in the properties
supporting the Bond Transaction which are made in connection with making operating or capital
protective advances in the form of documented or undocumented so-called “supplemental loans” in the
ordinary course of business consistent with past practices.



Target Person. See the definition of Consolidated Net Income.



Taxes. All present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.



Termed Out Revolver. See Section 3.1.1(d).



Term Loan. The term loan advanced by the Term Loan Lenders to the Borrowers pursuant to
Section 2.2.



Term Loan Account. See Section 17.3.



Term Loan Commitment. As to each Term Loan Lender, the portion of the Term Loan advanced
by such Term Loan Lender as set forth on Schedule 2, or in the Assignment and Acceptance
pursuant to which such Lender assumed its Term Loan Commitment, as applicable, as the same may be
(a) reduced from time to time pursuant to Section 2.5, or (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section 17.2.



Term Loan Commitment Percentage. With respect to each Term Loan Lender, the percentage set
forth opposite its name on Schedule 2.



Term Loan Lender. Each Lender whose Term Loan Commitment and Term Loan Commitment
Percentage is greater than zero.



Term Loan Limit. The aggregate of all Term Loan Commitments from time to time under this
Agreement, as may be reduced from time to time pursuant to this definition, Section 2.5,
Section 4.2, Section 9.26 or Section 9.28. As of the date hereof, the Term
Loan Limit equals $68,883,627.49. As contemplated in Section 9.28, as of July 15, 2009,
the Term Loan Limit shall equal less than $39,000,000.00.


 


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Term Loan Maturity Date. December 31, 2009, subject to acceleration under Section
11.2.1.



Term Note. See Section 2.2.2.



The Related Companies. The Related Companies, L.P., a New York limited partnership.



The Related Companies Group. Consists of The Related Companies and all of its Affiliates
other than the Centerline Group.



Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to
time.



Total Credit Amount. The aggregate of the Revolving Credit Limit and the Term Loan Limit,
from time to time. As of the date hereof, the Total Credit Limit equals $313,883,627.49. The
Total Credit Amount is subject to decrease pursuant to the definition of Revolving Credit Limit,
Section 2.5, Section 3.1.3, Section 4.2, the last sentence of Section
9.28, or Section 10.3.1(j).



Type. As to all or any portion of any Revolving Loan or the Term Loan, its nature as a Base
Rate Loan or LIBOR Rate Loan.



Uniform Customs. See Section 5.1.3.



United States. United States of America.



Unpaid Reimbursement Obligation. The Reimbursement Obligations for which the Borrowers do
not reimburse the Administrative Agent and the Lenders on the date specified in, and in accordance
with, Section 5.2.



Unused Facility Fee. See Section 2.1.3.



Valid Business Impediment. With respect to any Person whose Consolidated EBITDA is
required in order to satisfy the Consolidated EBITDA Covenant, any (a) valid legal prohibition, (b)
contractual impediment required for the ongoing profitable operation of such Person, or (c)
circumstance in which a consent cannot be obtained after reasonable effort, that would prevent such
Person from providing a Guaranty, as reasonably determined by the Administrative Agent from time to
time.



Voting Stock. Capital Stock of any class or classes (however designated), the holders of
which are at the time entitled, as such holders, to vote for the election of the directors (or
persons performing similar functions) of the corporation, association, trust, partnership, limited
liability company or other business entity involved, whether or not the right so to vote exists by
reason of the happening of a contingency.



Working Capital Availability. The portion of the Revolving Portion available to be
borrowed from time to time for Working Capital Purposes. During the period from the Closing Date
through September 30, 2009, Working Capital Availability shall equal the lesser of (a) $25,000,000
minus the outstanding principal amount of Revolving Loans advanced from the
Revolving Portion for the purpose of making LIHTC Investments, and (b) $15,000,000 minus the
outstanding principal amount of Working Capital Revolver Advances. During the period from October
1, 2009 through the Revolver Maturity Date, Working Capital Availability shall equal the lesser of
(a) $25,000,000 minus the outstanding principal amount of Revolving Loans advanced from the
Revolving Portion for the purpose of making LIHTC Investments, and (b) $10,000,000 minus the
outstanding principal amount of Working Capital Revolver Advances.


 


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Working Capital Purposes. See Section 3.1.2.



Working Capital Revolver Advances. Revolving Loans made from time to time out of the
Revolver Portion for Working Capital Purposes.




	 	1.2	 	Rules of Interpretation.






(a) Unless otherwise expressly indicated, a reference to any document or agreement
shall include such document or agreement as amended, modified, restated or supplemented from
time to time in accordance with its terms and the terms of this Credit Agreement.




(b) The singular includes the plural and the plural includes the singular.




(c) Unless otherwise expressly indicated, a reference to any law or regulation includes
any amendment or modification to, or replacement of, such law or regulation.




(d) A reference to any Person includes its permitted successors and permitted assigns.




(e) Accounting terms not otherwise defined herein have the meanings assigned to them by
GAAP applied on a consistent basis by the accounting entity to which they refer.




(f) The words “include,” “includes” and “including” are not limiting.




(g) All terms not specifically defined herein or by GAAP, which terms are defined in
the Uniform Commercial Code as in effect in the State of New York, have the meanings
assigned to them therein, with the term “instrument” being that term as defined under
Article 9 of the Uniform Commercial Code.




(h) Reference to a particular “Section” refers to that section of this Credit Agreement
unless otherwise indicated. Reference to a particular “Exhibit” or “Schedule” refers to
that Exhibit or Schedule, as applicable, to this Credit Agreement.




(i) The words “herein,” “hereof,” “hereunder” and words of like import shall refer to
this Credit Agreement as a whole and not to any particular section or subdivision of this
Credit Agreement.




(j) Unless otherwise expressly indicated, in the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and
including,” the words “to” and “until” each mean “to but excluding,” and the word
“through” means “to and including.”



 


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(k) This Credit Agreement and the other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters. All such
limitations, tests and measurements are, however, cumulative and are to be performed in
accordance with the terms thereof.




(l) This Credit Agreement and the other Loan Documents are the result of negotiation
among, and have been reviewed by counsel to, among others, the Administrative Agent, the
Lenders, the Guarantors and the Borrowers and are the product of discussions and
negotiations among all parties. Accordingly, this Credit Agreement and the other Loan
Documents are not intended to be construed against the Administrative Agent or any of the
Lenders or the Issuing Bank merely on account of such Person’s involvement in the
preparation of such documents.




(m) If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and either the Borrowers or the
Required Lenders shall so request, the Administrative Agent, the Lenders, the Borrowers and
the Guarantors shall negotiate in good faith to amend such ratio or requirement to preserve
the original intent thereof in light of such change in GAAP (subject to the approval of the
Required Lenders); provided that, until so amended, (i) such ratio or requirement shall
continue to be computed in accordance with GAAP prior to such change therein and (ii) the
Borrowers shall provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Credit Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.



2. REVOLVING LOANS AND TERM LOAN.





	 	2.1	 	Revolving Loans.






	 	2.1.1	 	Commitments to Make Revolving Loans. Subject to the
terms and conditions of this Credit Agreement, each Revolving Credit Lender
agrees, severally and not jointly, to make Revolving Loans to the Borrowers
from time to time during the period commencing on the Closing Date and ending
on the Revolver Maturity Date, during which period the Borrowers may borrow,
repay and reborrow in accordance with the terms of this Credit Agreement, an
amount equal to the then applicable Revolving Portion; provided,
however, that the Borrowers shall not be permitted to borrow Revolving
Loans hereunder to the extent that (a) such borrowing would cause the total
Revolving Exposure to exceed the Revolving Credit Limit, or (b) a Default has
occurred and is continuing or would otherwise be caused by such borrowing. In
furtherance of the foregoing, the Borrowers and Guarantors acknowledge and
agree that (i) on the Closing Date the outstanding principal balance of
Revolving Loans
from the Revolving Portion equals $25,000,000 and that, accordingly, as of
the Closing Date there is no availability for any additional Revolving Loans
to be made out of the Revolving Portion; and (ii) with respect to advances
under the Revolving Portion made to fund LIHTC Investments (which include
all advances outstanding on the Closing Date of the full $25,000,000 of the
Revolving Portion) availability for additional Revolving Loans out of the
Revolving Portion can be created solely out of repayments of such principal
outstanding on the Closing Date from the proceeds of the sale of LIHTC
Investments.




 


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In the event that such borrowing would cause the total Revolving Exposure to exceed the
Revolving Credit Limit, the Borrowers agree that such event shall be an Event of Default
unless the Borrowers shall, within two (2) Business Days after notice of such excess from
the Administrative Agent, pay cash to the Administrative Agent in such amount as shall be
necessary to eliminate such excess.




	 	2.1.2	 	Extension of Revolver Maturity Date. Intentionally
deleted.






	 	2.1.3	 	Unused Facility Fee. The Borrowers agree to pay to
the Administrative Agent for the pro rata benefit of the Lenders in accordance
with their respective Revolving Loan Commitment Percentages a fee (the “Unused
Facility Fee”) calculated as follows:






(a) The Unused Facility Fee will accrue at the rate of 0.20% per annum (based
on a 360 day year and actual number of days elapsed) times the Daily Unused Amount.




(b) The Unused Facility Fee as calculated under this Section for each day of
such Fiscal Quarter shall be payable quarterly in arrears on the first day of each
Fiscal Quarter for the immediately preceding Fiscal Quarter commencing on the first
such date following the date hereof, with a final payment on the Revolver Maturity
Date or any earlier date on which the Revolving Loan Commitments shall terminate.




(c) For purposes of the forgoing, the “Daily Unused Amount” shall mean (i) the
maximum amount of the Revolving Portion permitted to be outstanding under the terms
of this Credit Agreement at such time, minus (ii) the actual principal outstanding
balance of such maximum amount, determined on a daily basis.




	 	2.1.4	 	Revolving Notes. At the request from time to time of
any Revolving Credit Lender, such Lender’s portion of the Revolving Loan
Commitment shall be evidenced by a separate promissory note made by the
Borrowers payable to the order of such Lender in substantially the form of
Exhibit 2.1.4 (each a “Revolving Note”), dated as of the date of the
Original Agreement (or such other date on which such Lender may become a
Revolving Credit Lender in accordance with Section 17) and completed
with appropriate insertions. Any such Revolving Note shall be payable to
the order of such Lender in a principal face amount equal to such Lender’s
Revolving Loan Commitment and representing the joint and several obligations
of the Borrowers to pay to such Lender such principal amount or, if less,
the outstanding amount of all Revolving Loans actually made by such Lender
as reflected from time to time in the Revolving Loan Account, plus interest
accrued thereon, as set forth below.




 


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	 	2.1.5	 	Interest on Revolving Loans. Except as otherwise
provided in Section 6.13:






(a) Each Revolving Loan which is a Base Rate Loan shall bear interest for each
day such Loan is outstanding at the rate per annum equal to the Base Rate plus the
Applicable Margin as in effect from time to time applicable to Revolving Loans that
are Base Rate Loans.




(b) Each Revolving Loan which is a LIBOR Rate Loan shall bear interest for the
period commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto at the rate per annum equal to the LIBOR Rate
determined for such Interest Period plus the Applicable Margin as in effect from
time to time applicable to Revolving Loans that are LIBOR Rate Loans.




(c) The Borrowers promise to pay interest on each Revolving Loan in arrears on
each Interest Payment Date with respect thereto.




	 	2.1.6	 	Requests for Revolving Loans.






(a) The Borrowers shall give to the Administrative Agent written notice in the
form of Exhibit 2.1.6 of each Revolving Loan requested hereunder (a
“Revolving Loan Request”) by no later than 1:00 p.m. Boston time no less than (a)
one (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan and
(b) three (3) Business Days prior to the proposed Drawdown Date of any LIBOR Rate
Loan. Each such notice shall specify (i) the principal amount of the Revolving Loan
requested, (ii) the proposed Drawdown Date of such Revolving Loan, (iii) the Type of
such Revolving Loan and (iv) the Interest Period for such Revolving Loan that is to
be a LIBOR Rate Loan. Promptly upon receipt of any such notice, the Administrative
Agent shall notify each of the Lenders thereof. Each Revolving Loan Request shall
be irrevocable and binding on the Borrowers and shall obligate the Borrowers to
accept the Revolving Loan requested from such Lenders on the proposed Drawdown Date.
Each Revolving Loan Request with respect to a Base Rate Loan shall be in a minimum
aggregate amount of $500,000 and integral multiples of $100,000 in excess thereof
and each Revolving Loan Request with respect to a LIBOR Rate Loan shall be in a
minimum aggregate amount of $1,000,000 and integral multiples of $100,000 in excess
thereof.


 


31









 






(b) Each Revolving Loan that is advanced under this Credit Agreement shall be
made by all of the Revolving Credit Lenders simultaneously and proportionately to
their respective Revolving Loan Commitment Percentages, it being understood that no
Revolving Credit Lender shall be responsible for any default by any other Revolving
Credit Lender in such Delinquent Lender’s obligation to make a Revolving Loan
requested hereunder nor shall the Revolving Loan Commitment of any Lender to make
any Revolving Loan be increased or decreased as a result of a default by a
Delinquent Lender in the Delinquent Lender’s obligation to make a Revolving Loan
requested hereunder. No later than 4:00 p.m. Boston time on the date that the
Administrative Agent receives a Revolving Loan Request, the Administrative Agent
shall notify each Revolving Credit Lender of such Revolving Loan request. Each
Revolving Credit Lender shall make the amount of its Revolving Loan available to the
Administrative Agent, in same day funds, at the office of the Administrative Agent
located at One Federal Street, Boston, Massachusetts, not later than 1:00 p.m.
Boston time on the date on which the Revolving Loan is to be made.




(c) Except as provided in Section 5 with respect to Revolving Loans to
be used to reimburse the Administrative Agent or Issuing Bank for the amount of any
drawing under an Existing Letter of Credit, upon satisfaction or waiver of the
conditions precedent specified in Section 7, the Administrative Agent shall
make the proceeds of such Revolving Loan available to the Borrowers by causing an
amount of same day funds equal to the proceeds of such Revolving Loan received by
the Administrative Agent from the Revolving Credit Lenders to be credited to the
account of the Borrowers at the Administrative Agent.




(d) Unless the Administrative Agent shall have been notified by any Revolving
Credit Lender prior to the date on which a Revolving Loan is to be advanced that
such Revolving Credit Lender does not intend to make available to the Administrative
Agent the amount of such Revolving Credit Lender’s Revolving Loan requested on such
date, the Administrative Agent may assume that such Revolving Credit Lender will
make such amount available to the Administrative Agent on such date and that the
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to the Borrowers a corresponding amount on the date of such advance.
If such corresponding amount is not in fact made available to the Administrative
Agent by such Revolving Credit Lender, the Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Delinquent Lender together
with (i) interest thereon, for each day from the advance of such Revolving Loan
until the date such amount is paid to the Administrative Agent, at the greater of
the rate of interest accruing on such Revolving Loan and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation, plus (ii) any administrative, processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing. If such
Delinquent Lender does not pay such corresponding amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent shall promptly
notify the Borrowers and the Borrowers shall immediately pay such
corresponding amount to the Administrative Agent together with interest
thereon, for each day such Revolving Loan is outstanding, at the rate payable under
this Credit Agreement with respect to such Revolving Loan.


 


32









 






(e) Nothing in this Section shall be deemed to relieve any Delinquent Lender
from its obligation to fulfill its Revolving Loan Commitment hereunder, to prejudice
any rights that the Borrowers may have against any Delinquent Lender as a result of
any default by such Delinquent Lender hereunder, or to require the Borrowers to pay
more than the rate of interest otherwise applicable to the principal amounts
outstanding.




	 	2.2	 	Term Loan.






	 	2.2.1	 	Commitments to Make Term Loan. Subject to the terms
and conditions set forth in the Original Agreement, each Lender has loaned to
the Borrowers the amount of its Term Loan Commitment Percentage of the Term
Loan outstanding as of the Closing Date. On the Closing Date the total
outstanding principal amount of the Term Loan shall be $68,883,627.49. Any
principal of the Term Loan repaid may not be reborrowed.
	 
	 	2.2.2	 	Term Notes. At the request from time to time of any
Term Loan Lender such Lender’s portion of the Term Loan shall be evidenced by a
separate promissory note made by the Borrowers payable to the order of such
Lender in substantially the form of Exhibit 2.2.2 (each a “Term Note”),
dated the Closing Date (or such other date on which such Lender may become a
Term Loan Lender in accordance with Section 17) and completed with
appropriate insertions. Any such Term Note shall be payable to the order of
such Lender in a principal face amount equal to such Lender’s Term Loan
Commitment and representing the joint and several obligations of the Borrowers
to pay to such Lender such principal amount or, if less, the outstanding amount
of the Term Loan actually made by such Lender as reflected from time to time in
the Term Loan Account, plus interest accrued thereon, as set forth below.
	 
	 	2.2.3	 	Interest on Term Loan. Except as otherwise provided
in Section 6.13:






(a) To the extent that all or any portion of the Term Loan bears interest at
the Base Rate, the Term Loan or such portion shall bear interest at the rate per
annum equal to the Base Rate plus the Applicable Margin as in effect from time to
time applicable to all or any portion of the Term Loan bearing interest at the Base
Rate.




(b) To the extent that all or any portion of the Term Loan bears interest at
the LIBOR Rate, the Term Loan or such portion shall bear interest during the
applicable Interest Period at the rate per annum equal to the LIBOR Rate determined
for such Interest Period plus the Applicable Margin as in effect
from time to time applicable to all or any portion of the Term Loan bearing
interest at the LIBOR Rate.




(c) The Borrowers promise to pay interest on the Term Loan or any portion
thereof in arrears on each Interest Payment Date with respect thereto.


 


33









 






	 	2.3	 	Types of Loans: Conversion and Continuation Options.






	 	2.3.1	 	Conversion to Different Type of Loan. The Borrowers
may elect from time to time, by giving the Administrative Agent written notice
in the form of Exhibit 2.3.1 by 1:00 p.m. Boston time, to convert any
portion of the outstanding Loans to a Loan of another Type, provided that (a)
with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan,
the Borrowers shall give the Administrative Agent at least one (1) Business
Day’s prior written notice of such election; (b) with respect to any such
conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrowers shall give
the Administrative Agent at least three (3) Business Days’ prior written notice
of such election; (c) with respect to any such conversion of a LIBOR Rate Loan
into a Base Rate Loan, such conversion shall only be made on the last day of
the Interest Period with respect thereto unless the Borrowers pay breakage fees
to the extent required pursuant to Section 6.12, and (d) no Loan may be
converted into, or continued as, a LIBOR Rate Loan when any Default has
occurred and is continuing. Promptly upon the receipt of any such election, the
Administrative Agent shall notify the Lenders thereof. On the date on which
such conversion is being made, each Lender shall take such action as is
necessary to transfer its Commitment Percentage of such Loans to its Domestic
Lending Office or its LIBOR Lending Office, as the case may be. All or any part
of outstanding Loans of any Type may be converted into a Loan of another Type
as provided herein, provided that any partial conversion with respect to Loans
shall be in an aggregate principal amount of $1,000,000 or whole multiples of
$1,000,000 in excess thereof. Each Conversion Request by the Borrowers relating
to the conversion of any portion of the Loans to a LIBOR Rate Loan shall be
irrevocable.






	 	2.3.2	 	Continuation of Type of Loan. Any portion of the
Loans of any Type may be continued as a Loan of the same Type upon the
expiration of an Interest Period with respect thereto by the Borrowers giving
to the Administrative Agent written notice in the form of Exhibit 2.3.1
by 1:00 p.m. Boston time, to continue any portion of the outstanding Loans as a
Loan of such Type; provided that no LIBOR Rate Loan may be continued as
such when any Default has occurred and is continuing, but shall be
automatically converted to a Base Rate Loan on the last day of the first
Interest Period relating thereto ending during the continuance of any Default
of which officers of the Administrative Agent active upon the Borrowers’
account have actual knowledge. In the event that the Borrowers fail to provide
any notice with respect to the continuation of
any LIBOR Rate Loan, then such LIBOR Rate Loan shall be automatically
converted to a Base Rate Loan on the last day of the Interest Period
relating thereto. The Administrative Agent shall notify the Lenders thereof
promptly when any such automatic conversion contemplated by this Section is
scheduled to occur.




 


34









 











	 	2.3.3	 	LIBOR Rate Loans. Any conversion to or from LIBOR
Rate Loans shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of all LIBOR
Rate Loans having the same Interest Period shall not be less than $1,000,000 or
whole multiples of $1,000,000 in excess thereof. No more than twelve (12) LIBOR
Rate Loans having different Interest Periods may be outstanding at any time.






	 	2.3.4	 	Notification by Borrowers. The Borrowers shall notify
the Administrative Agent, such notice to be irrevocable, at least three (3)
Business Days prior to the Drawdown Date of any portion of the Loans if all or
any portion of the Loans is to bear interest at the LIBOR Rate. After any
portion of the Loans has initially been made, the provisions of Sections
2.3.1 and 2.3.2 shall apply mutatis mutandis with
respect to such portion of the Loans so that the Borrowers may have the same
interest rate options with respect to such portion of the Loans outstanding
from time to time.
	 
	 	2.3.5	 	Amounts, Etc. Any portion of the Loan bearing
interest at the LIBOR Rate relating to any Interest Period shall be in the
amount of $1,000,000 or an integral amount thereof. No Interest Period relating
to the Term Loan or any portion thereof bearing interest at the LIBOR Rate
shall extend beyond the date on which a regularly scheduled installment payment
of the principal of the Term Loan is to be made unless a portion of the Term
Loan at least equal to such installment payment has an Interest Period ending
on such date or is then bearing interest at the Base Rate.






	 	2.4	 	Swingline Loans. Intentionally deleted.






	 	2.5	 	Reduction of Commitments.






	 	2.5.1	 	Elective Reduction of Commitments. Provided that
there is then no outstanding Default and that no Default will be caused by such
reduction, the Borrowers shall have the right, without premium or penalty
(except as otherwise set forth herein), at any time and from time to time upon
at least three (3) Business Days prior written notice to the Administrative
Agent to reduce by $3,000,000, or integral multiples of $1,000,000 in excess
thereof, or to terminate entirely, (a) the Term Loan Limit in excess of the
then outstanding Term Loans, or (b) the Revolving Credit Limit in excess of the
then outstanding Revolving Exposure; provided that the Revolving Credit
Limit may not be reduced below $75,000,000 unless all Revolving
Loans are paid and performed in full, all Letters of Credit are terminated,
replaced or secured by Cash Collateral in accordance with Section
5.2 and the Revolving Credit Limit is reduced to zero.




 


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	 	2.5.2	 	Pro Rata Reductions in Commitments. In the event of
any such reduction pursuant to Section 2.5.1, the Commitments of the
Lenders shall be either (i) reduced pro rata in accordance with their
respective Revolving Loan Commitment Percentages or Term Loan Commitment
Percentages, as the case may be, of the amount so reduced, or (ii) as the case
may be, terminated. Promptly after receiving any notice from the Borrowers
delivered pursuant to Section 2.5.1, the Administrative Agent will
notify the Lenders of the substance thereof. Upon the effective date of any
such reduction or termination, the Borrowers shall pay to the Administrative
Agent for the respective pro rata accounts of such Lenders the full amount of
any Unused Facility Fee or other Fee then accrued on the amount of the
reduction. No reduction or termination of the Commitments may be reinstated.
Upon any reduction or termination of one but not both of the aggregate
Revolving Loan Commitments or Term Loan Commitments of all the Revolving Credit
Lenders and Term Loan Lenders, respectively, pursuant to this Section, the
Administrative Agent will circulate to the Borrowers and each of the Lenders a
revised Schedule 2 reflecting such reduction or termination.





3. USE OF PROCEEDS.





	 	3.1	 	Use of Proceeds.






	 	3.1.1	 	Term Loan and Termed Out Revolver. The proceeds of
the Revolving Loans and the Term Loan shall be used solely and exclusively for
the following purposes:






(a) Use of Term Loan. The proceeds of the Term Loan were fully
advanced under the Original Agreement, shall be repaid in full in accordance with
the terms of this Credit Agreement, and may not be reborrowed.




(b) Use of Termed Out Revolver. The proceeds of the Revolving Loans
outstanding as of the Closing Date in principal face amount of $220,000,000 (the
“Termed Out Revolver”) were fully advanced as of the Closing Date under the terms of
Original Agreement. The Termed Out Revolver shall be repaid in full in accordance
with the terms of this Credit Agreement and shall not be available to be reborrowed.




	 	3.1.2	 	Revolving Portion. From the Closing Date through the
Revolver Maturity Date, a portion of the Revolving Credit Limit, initially
equal to $25,000,000 at the Closing Date (the “Revolving Portion”) may be
repaid and reborrowed from time to time and may be used entirely for
investments by Centerline Investor LP in properties providing low income
housing tax credits (“LIHTC Investments”). In addition, the portion of the
Revolving Portion constituting the Working Capital Availability may be used
for the Borrowers’ working capital expenses incurred in the ordinary course
of business consistent in all material respects as to types and magnitudes
of expenses with the Budget (“Working Capital Purposes”). The Revolving
Portion is fully advanced under the terms of the Original Agreement as of
the Closing Date, and such principal shall be repaid in full, and may be
reborrowed from time to time, in accordance with the terms of this Credit
Agreement, including, without limitation, the terms of Section
2.1.1. The term “LIHTC Investments” expressly excludes the CCG LIHTC
Investments.




 


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4. REPAYMENT OF REVOLVING LOANS AND TERM LOAN.





	 	4.1	 	Revolving Loans.






	 	4.1.1	 	Maturity. The Borrowers promise to pay on the
Revolver Maturity Date, and there shall become absolutely due and payable on
the Revolver Maturity Date, all of the Revolving Loans outstanding on such
date, together with any and all accrued and unpaid interest thereon and all
other fees and other amounts and Obligations then accrued and outstanding with
respect thereto.
	 
	 	4.1.2	 	Quarterly Pay Down of Revolving Portion. On the last
Business Day of each Fiscal Quarter, the Borrowers and the Guarantors shall
cause all Available Cash to be paid to the Administrative Agent to pay down and
to be applied to reduce the then outstanding principal balance of the Working
Capital Revolver Advances.
	 
	 	4.1.3	 	Optional Repayments of the Termed Out Revolver. The
Borrowers shall have the right, at their election, to repay all or any portion
of the outstanding Termed Out Revolver, at any time without penalty or premium;
provided that any full or partial prepayment of the outstanding amount
of any portions of the Termed Out Revolver that are LIBOR Rate Loans may be
made only on the last day of the Interest Period relating thereto (unless
breakage costs are paid by the Borrowers pursuant to Section 6.12).
The Borrowers shall provide to the Administrative Agent, no later than 12:00
p.m. Boston time, at least three (3) Business Days prior written notice of any
proposed prepayment of any LIBOR Rate Loans pursuant to this Section,
specifying the proposed date of prepayment and the principal amount to be
prepaid. Any prepayment of a portion of the Termed Out Revolver shall be
applied, in the absence of instruction by the Borrowers, first to the principal
of such Revolving Loans which are Base Rate Loans and second to the principal
of such Revolving Loans which are LIBOR Rate Loans. Each partial prepayment
shall be allocated among the Lenders, in proportion to their respective
Revolving Loan Commitment Percentages, to the respective unpaid principal
amount of each such
Lender’s outstanding portion of the Termed Out Revolver as reflected in the
Revolving Loan Account. No amount repaid with respect to the Termed Out
Revolver may be re-borrowed.




 


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4.2   Amortization of Loans.




	 	4.2.1	 	Amortization of Term Loan. The entire outstanding
principal balance of the Term Loan, along with all interest thereon and any
other Obligations relating thereto, shall be due and payable in full on the
Term Loan Maturity Date.






	 	4.2.2	 	Mandatory Prepayments from Sales, Dispositions and
Casualty Events. Concurrently with the receipt by CHC or any of its
Subsidiaries of:






(a) any Collateral Sale Proceeds received by CHC or such Subsidiary during the
term of this Credit Agreement;




(b) net cash proceeds received by CHC or such Subsidiary from Casualty Events
which have not been utilized by CHC or such Subsidiary to repair or replace the
property so damaged, destroyed or taken within one hundred eighty (180) days of
receipt of such proceeds (or within 365 days of such receipt if a contract for such
utilization is executed and delivered within 180 days of such Casualty Event);




(c) net cash proceeds received by CHC or such Subsidiary from the sale,
securitization or other disposition of any of the Designated Assets;




(d) any Fund Promotes Income resulting from a CRE Fund Capital Event;




the Borrowers shall pay to the Administrative Agent for the respective accounts of the
Lenders an amount equal to 100% of such proceeds, to be applied in the manner set forth in
Section 4.2.3. Notwithstanding the foregoing, (i) the provisions of this Section
shall not impair any restrictions or prohibitions set forth in the Loan Documents with
respect to the incurrence of Indebtedness or the consummation of any asset sales by CHC or
any of its Subsidiaries; and (ii) if Collateral Sale Proceeds are generated pursuant to
clause (a) of this Section by CCG’s sale of the Capital Stock of CFin Holdings, the
Collateral Sale Proceeds to be applied pursuant to Section 4.2.3. shall be net of
the amount of capital CCG is obligated to contribute to CFin Holdings pursuant to the
transaction in which such cash proceeds are generated.


 


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	 	4.2.3	 	Application of Mandatory Repayments. All payments
made pursuant to Section 4.2.2 shall be applied (a) first, to repay the
outstanding principal amount of the Term Loan (to be applied, if applicable, to
installments of the Term Loan in inverse order of maturity) pro rata among the
Lenders in accordance with their respective Term Loan Commitment Percentages;
and (b) then, upon payment in full of all outstanding principal amounts of
the Term Loan, to repay the outstanding principal amount of the Termed Out
Revolver and then the Revolving Portion. Any such payments shall, first,
permanently reduce the Term Loan Limit and the related Term Loan Commitment
(and, if applicable, may be held by the Administrative Agent, for the
benefit of the Issuing Bank and the Lenders, as cash collateral for the then
outstanding Existing Letters of Credit (“Cash Collateral”), and then the
Revolving Credit Limit (and, to the extent any such payments are applied to
the outstanding balance of the Revolving Portion, the maximum amount
available to be outstanding under the Revolving Portion shall be reduced
dollar for dollar) and the related Revolving Loan Commitment. Such
mandatory prepayments shall be allocated among the Lenders in proportion to
their respective Term Loan Commitment Percentages and Revolving Loan
Commitment Percentages, as the case may be.







	 	4.2.4	 	Additional Mandatory Prepayments from Cash Flows.






(a) All payments made pursuant to Section 2 of Schedule 4.2.2 (the “B
Bond Cash Flow”) shall be paid immediately upon receipt by SPV I to the
Administrative Agent for the respective accounts of Lenders in the following manner:




(i) until such time as the Re-Remic Loan is paid in full, 50% of the B Bond
Cash Flow shall be applied to repay any outstanding principal of the Term Loan pro
rata among the Lenders in accordance with their respective Term Loan Commitment
Percentages (with the remaining 50% of such B Bond Cash Flow to be made available to
the Borrowers for Working Capital Purposes, or, on a quarterly basis, included in
Excess Cash Flow);




(ii) following such time as the Re-Remic Loan is paid in full, 100% of the B
Bond Cash Flow shall be applied to repay the outstanding principal amount of the
Term Loan, along with all outstanding interest or other Obligations relating to the
Term Loan, pro rata among the Lenders in accordance with their respective Term Loan
Commitment Percentages;




(iii) following such time as all principal, interest and other Obligations
relating to the Term Loan have been paid in full, and until the Re-Remic Loan has
been paid in full, 50% of the B Bond cash flow shall be applied, first, to repay the
outstanding principal amount of the Termed Out Revolver and then to repay the
Revolving Portion, along with all outstanding interest or other Obligations relating
to the Revolving Loans, pro rata among the Lenders in accordance with their
respective Revolving Loan Commitment Percentages (with the remaining 50% of such B
Bond Cash Flow to be made available to the Borrowers for Working Capital Purposes,
or, on a quarterly basis, included in Excess Cash Flow);. The application of such
funds to the Revolving Portion shall also permanently reduce the maximum amount
permitted to be borrowed under the Revolving Portion; and



 


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(iv) at such time as all principal, interest and other Obligations relating to
the Term Loan have been paid in full, and the Re-Remic Loan has been paid in full,
100% of the B Bond Cash Flow shall be applied, first, to repay the outstanding
principal amount of, and all interest and other Obligations relating to, the Termed
Out Revolver, and then to repay the Revolving Portion, pro rata among the Lenders in
accordance with their respective Revolving Loan Commitment Percentages. The
application of such funds to the Revolving Portion shall also permanently reduce the
maximum amount permitted to be borrowed under the Revolving Portion.




(b) After such time as the Re-Remic Loan has been paid in full, all Re-Remic
Cash Flow in excess of $1,250,000 per month (the “Excess Re-Remic Cash Flow”) shall
pay down all principal, interest and other Obligations relating to the Term Loan,
and, after such time as all the Obligations relating to the Term Loan have been
fully repaid, such Excess Re-Remic Cash Flow shall be paid to the Administrative
Agent to be applied to pay down, first, all principal, interest and other
Obligations relating to the Termed Out Revolver, and, second, all principal,
interest and other Obligations relating to the Revolving Portion. The application of
such funds to the Revolving Portion shall also permanently reduce the maximum amount
permitted to be borrowed under the Revolving Portion.




(c) Excess Cash Flow shall be applied, first, to repay all principal, interest
and other Obligations relating to the Term Loan, and, at such time as all such
Obligations relating to the Term Loan have been paid in full, the Excess Cash Flow
shall be applied to pay down all principal, interest and other Obligations relating
to the Termed Out Revolver, and, then, to pay down all principal, interest and other
Obligations relating to the Revolving Portion. The application of such funds to the
Revolving Portion shall also permanently reduce the maximum amount permitted to be
borrowed under the Revolving Portion.




(d) Blizzard Repayment Proceeds shall be applied, first, to repay all
principal, interest and other Obligations relating to the Term Loan, and, at such
time as all such Obligations relating to the Term Loan have been paid in full, the
Blizzard Repayment Proceeds shall be applied to pay down all principal, interest and
other Obligations relating to the Termed Out Revolver, and, then, to pay down all
principal, interest and other Obligations relating to the Revolving Portion. The
application of such funds to the Revolving Portion shall also permanently reduce the
maximum amount permitted to be borrowed under the Revolving Portion.




(e) Funds released from time to time from the Bond Stabilization Escrow Account
(as contemplated by clause (ii) of Section 1 of Schedule 4.2.2) shall be
applied, first, to repay all principal, interest and other Obligations relating to
the Term Loan, and, at such time as all such Obligations relating to the Term Loan
have been paid in full, such funds shall be applied to pay down all principal,
interest and other Obligations relating to the Termed Out Revolver, and, then,
to pay down all principal, interest and other Obligations relating to the Revolving
Portion. The application of such funds to the Revolving Portion shall also
permanently reduce the maximum amount permitted to be borrowed under the Revolving
Portion.



 


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	 	4.2.5	 	Optional Prepayments of Term Loan. The Borrowers
shall have the right at any time to prepay the Term Loan on or before the
Maturity Date as a whole, or in part, without premium or penalty;
provided that the minimum optional prepayment amount shall equal or
exceed $1,000,000, upon not less than one (1) Business day with respect to Base
Rate Loans and three (3) Business Days with respect to LIBOR Rate Loans prior
written notice to the Administrative Agent; provided that (a) no
portion of the Term Loan bearing interest at the LIBOR Rate may be prepaid
pursuant to this Section except on the last day of the Interest Period relating
thereto (unless breakage costs are paid by the Borrowers pursuant to
Section 6.12) and (b) each partial prepayment shall be allocated among
the Lenders, in proportion to their respective Term Loan Commitment
Percentages, to the respective unpaid principal amount of each such Lender’s
outstanding portion of the Term Loan as reflected in the Term Loan Account. Any
prepayment of principal of the Term Loan shall be accompanied by payment in
full of all interest accrued to the date of prepayment on the amount being
prepaid and shall be applied pro rata to the remaining scheduled installments
of the Term Loan on a pro rata basis and pro rata among the Lenders. No amount
prepaid with respect to the Term Loan may be reborrowed.






4.3   Swingline Loans. Intentionally deleted.



5. LETTERS OF CREDIT.





	 	5.1	 	Limitations on Letters of Credit.






	 	5.1.1	 	Existing Letters of Credit. Listed on Schedule
5 are all the Existing Letters of Credit. Neither the Issuing Bank nor any
of the Lenders shall have any obligation to issue any new letters of credit.
The Borrowers and the Guarantors hereby agree that the Revolving Exposure shall
not exceed the Revolving Credit Limit. No Existing Letter of Credit will be
extended or renewed if there is then outstanding any Event of Default. The
Administrative Agent (if different than the Issuing Bank) shall, on behalf of
the Revolving Credit Lenders and in reliance upon the agreement of such Lenders
set forth in Section 5.1.4, and upon the representations and warranties of the
Borrowers contained herein, agrees to enter into an LC Guaranty to support the
Reimbursement Obligations of the Borrowers with respect to Existing Letters of
Credit (an “LC Guaranty”).
	 
	 	5.1.2	 	Letter of Credit Applications. Intentionally deleted.




 


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	 	5.1.3	 	Terms of Letters of Credit. Each Existing Letter of
Credit issued under the Original Agreement, and any extension or renewal
thereof, shall, among other things, (a) provide for the payment of sight drafts
for honor thereunder when presented in accordance with the terms thereof and
when accompanied by the documents described therein, and (b) have an expiration
date no later than the date which is thirty (30) days (or, if the Existing
Letter of Credit is confirmed by a confirmer or otherwise provides for one or
more nominated persons, sixty (60) days) prior to the Revolver Maturity Date.
Subject to clause (b) above, each Existing Letter of Credit shall expire
(without giving effect to any extension thereof by reason of an interruption of
business) at or prior to the close of business 365 days, in the case of standby
Letters of Credit, or 180 days, in the case of documentary Letters of Credit,
after the date of the issuance of such Existing Letter of Credit (or, in the
case of any renewal or extension thereof, 365 days or 180 days, as applicable,
after such renewal or extension); provided that the Issuing Bank may,
in its unrestricted discretion, agree to extend or renew any such Existing
Letter of Credit upon terms providing for automatic extensions thereof to a
date not later than 365 days beyond its current expiration date; and
provided further that any such automatic extension of an
Existing Letter of Credit must permit the Issuing Bank to prevent any such
extension at least once in each twelve-month period (commencing with the date
of issuance of such Existing Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day in each such twelve-month period to be
agreed upon at the time such Existing Letter of Credit is extended or renewed.
Each Existing Letter of Credit so extended or renewed shall be subject to the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500 or any successor version
thereto adopted by the Issuing Bank in the ordinary course of its business as a
letter of credit issuer and in effect at the time of issuance of such Existing
Letter of Credit (the “Uniform Customs”) or, in the case of a standby Existing
Letter of Credit, either the Uniform Customs or the International Standby
Practices (ISP98), International Chamber of Commerce Publication No. 590, or
any successor code of standby letter of credit practices among banks adopted by
the Issuing Bank in the ordinary course of its business as a standby letter of
credit issuer and in effect at the time of issuance of such Existing Letter of
Credit. No Existing Letter of Credit shall be for less than $500,000.00 (unless
otherwise agreed to by the Issuing Bank).




 


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	 	5.1.4	 	Letter of Credit Participation of Lenders. Each
Revolving Credit Lender severally, but not jointly, agrees that it shall be
absolutely liable, without regard to the occurrence of any Default or any other
condition precedent whatsoever, to the extent of such Lender’s Revolving Loan
Commitment Percentage, to reimburse the Administrative Agent on demand for the
amount of each draft paid by the Issuing Bank under each Existing Letter of
Credit and, if applicable, each payment made by the
Administrative Agent to the Issuing Bank under any LC Guaranty relating to
any Existing Letter of Credit issued for the account of either of the
Borrowers to the extent that such amount is not reimbursed by the Borrowers
pursuant to Section 5.2 (such agreement by a Lender being called
herein the “Letter of Credit Participation” of such Lender).
	 
	 	5.1.5	 	Participations of Lenders. Each such payment made by
a Revolving Credit Lender shall, unless the applicable Reimbursement Obligation
has been otherwise funded as a Revolving Loan bearing interest at the Base Rate
pursuant to Section 5.2, be treated as the purchase by such Revolving
Credit Lender of a participating interest in the Borrowers’ Reimbursement
Obligation under Section 5.2 in an amount equal to such payment. To
that extent, each Revolving Credit Lender shall share in accordance with its
respective Revolving Loan Commitment Percentage, in any interest which accrues
pursuant to Section 5.2.






	 	5.2	 	Reimbursement Obligation of the Borrowers. In consideration for the
Issuing Bank having issued, and in order to induce the Administrative Agent to cause
the Issuing Bank to extend and renew, any of the Existing Letters of Credit for the
account of the Borrowers, the Borrowers agree to reimburse or pay to the Administrative
Agent, for the account of the Administrative Agent and/or the Issuing Bank or (as the
case may be) the Lenders, with respect to each Existing Letter of Credit issued,
extended or renewed for either of the Borrowers’ account, on each date that any draft
presented under such Existing Letter of Credit is honored by the Issuing Bank, or the
Issuing Bank or the Administrative Agent otherwise makes a payment with respect thereto
or the Administrative Agent makes any payment under any LC Guaranty, (a) the amount
paid by the Issuing Bank or the Administrative Agent under or with respect to such
Existing Letter of Credit, and (b) the amount of any taxes, fees, charges or other
costs and expenses whatsoever reasonably incurred by the Issuing Bank or
Administrative Agent or any Lender (without duplication of any amounts paid by the
Borrowers pursuant to Section 6.3, and other than Excluded Taxes) in connection
with any payment made by the Issuing Bank, Administrative Agent or any Lender under, or
with respect to, such Existing Letter of Credit (collectively, the “Reimbursement
Obligations”); provided that, subject to the conditions to borrowing set forth
herein, payment of each Reimbursement Obligation by the Borrowers under this Section
shall be made through the automatic funding of a Revolving Loan bearing interest at the
Base Rate applicable to Revolving Loans in an amount equal to the amount of such
Reimbursement Obligation, and the Borrowers hereby irrevocably authorize and direct the
Administrative Agent and Issuing Bank to take such actions as may be necessary to
effectuate such automatic funding of any such Base Rate Loans. Notwithstanding the
foregoing, upon the reduction (but not termination) of the Revolving Credit Limit to an
amount less than the then outstanding Revolving Exposure at such time as the then
applicable Maximum Drawing Amount is greater than zero, the Borrowers shall within one
(1) Business Day provide cash or Cash Equivalents to the Administrative Agent in an
amount equal to the lesser of (i) the excess of the Revolving Exposure over the
Revolving Credit Limit, and (ii) such
Maximum Drawing Amount, which amount shall be held by the Administrative Agent for the
benefit of the Lenders and the Administrative Agent as Cash Collateral for all
Reimbursement Obligations, and upon the reduction of the Revolving Credit Limit to
zero, or the acceleration of the Reimbursement Obligations with respect to all Letters
of Credit issued for the account of the Borrowers in accordance with Section
11.2.1, the Borrowers shall immediately provide cash or Cash Equivalents to the
Administrative Agent in an amount equal to the then Maximum Drawing Amount on all
Existing Letters of Credit, which amount shall be held by the Administrative Agent,
for the benefit of the Lenders and the Administrative Agent, as Cash Collateral for
all Reimbursement Obligations.




 


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Each such payment shall be made to the Administrative Agent at the Administrative Agent’s Office in
immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers
under this Section at any time from the date such amounts become due and payable (whether as stated
in this Section, by acceleration or otherwise) until payment in full (whether before or after
judgment) shall be payable to the Administrative Agent on demand and shall accrue interest at the
Default Rate.




	 	5.3	 	Letter of Credit Payments. If any draft shall be presented or other
demand for payment shall be made under any Existing Letter of Credit, the
Administrative Agent shall notify the Borrowers of the date and amount of the draft
presented or demand for payment and of the date and time when it expects to pay such
draft or honor such demand for payment. If the Borrowers fail to reimburse the
Administrative Agent as provided in Section 5.2 on or before the date that such
draft is paid or other payment is made by the Issuing Bank or the Administrative Agent
or, as a result of the applicable borrowing limits described therein being exceeded
such Reimbursement Obligations are not satisfied by the making of a Revolving Loan
bearing interest at the Base Rate applicable to Revolving Loans, the Administrative
Agent may at any time thereafter notify the Revolving Credit Lenders of the amount of
any such Unpaid Reimbursement Obligation. No later than 2:00 p.m. Boston time on the
Business Day next following the receipt of such notice, each such Revolving Credit
Lender shall make available to the Administrative Agent, at the Administrative Agent’s
Office, in immediately available funds, such Revolving Credit Lender’s Revolving Loan
Commitment Percentage of such Unpaid Reimbursement Obligation, together with an amount
equal to the product of (a) the average, computed for the period referred to in clause
(c) below, of the weighted average interest rate paid by the Administrative Agent for
federal funds acquired by the Administrative Agent during each day included in such
period, times (b) the amount equal to such Lender’s Revolving Loan Commitment
Percentage of such Unpaid Reimbursement Obligation, times (c) a fraction, the numerator
of which is the number of days that elapse from and including the date the Issuing Bank
or the Administrative Agent paid the draft presented for honor or otherwise made
payment to the date on which such Lender’s Revolving Loan Commitment Percentage of such
Unpaid Reimbursement Obligation, shall become immediately available to the
Administrative Agent, and the denominator of which is 360. The responsibility of the
Issuing Bank and the
Administrative Agent to the Borrowers and the Lenders shall be only to determine that
the documents (including each draft) delivered under each Existing Letter of Credit in
connection with such presentment shall be in conformity in all material respects with
such Existing Letter of Credit.




 


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	 	5.4	 	Obligations Absolute. The Borrowers’ obligations under this Section
shall be joint, several, absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or any condition precedent whatsoever or
any setoff, counterclaim or defense to payment which either Borrower may have or have
had against the Issuing Bank or the Administrative Agent, any Lender or any beneficiary
of an Existing Letter of Credit. The Borrowers further agree with the Administrative
Agent and the Lenders that none of the Issuing Bank, the Administrative Agent and the
Lenders shall be responsible for, and the Borrowers’ Reimbursement Obligations under
Section 5.2 shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such documents should
in fact prove to be in any or all respects invalid, fraudulent or forged, or any
dispute between or among the Borrowers, the beneficiary of any Existing Letter of
Credit or any financing institution or other party to which any Existing Letter of
Credit may be transferred or any claims or defenses whatsoever of either Borrower
against the beneficiary of any Existing Letter of Credit or any such transferee. None
of the Issuing Bank, the Administrative Agent and the Lenders shall be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Existing Letter of
Credit. The Borrowers agree that any action taken or omitted by the Issuing Bank, the
Administrative Agent or any Lender under or in connection with each Existing Letter of
Credit and the related drafts and documents, if done in good faith and in the absence
of gross negligence or willful misconduct, shall be binding upon the Borrowers and the
Guarantors and shall not result in any liability on the part of the Issuing Bank, the
Administrative Agent or any Lender to the Borrowers or Guarantors.
	 
	 	5.5	 	Reliance by Issuer. To the extent not inconsistent with Section
5.4, the Issuing Bank and the Administrative Agent shall be entitled to rely, and
shall be fully protected in relying upon, any Existing Letter of Credit, draft,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other document
believed by such Person to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Issuing Bank or the
Administrative Agent.




 


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	 	5.6	 	Letter of Credit Fees. The Borrowers shall pay a fee in respect of
each Existing Letter of Credit issued for the account of either Borrower (in each case,
a “Letter of Credit Fee”): (a) to the Administrative Agent in an amount equal to (i)
during such time as there is outstanding no Event of Default, the Applicable Margin per
annum with respect to LIBOR Rate Loans that are Revolving Loans times the Maximum
Drawing Amount of each such Existing Letter of Credit, and (ii) during such time
as there exists an Event of Default, 2% per annum above the otherwise applicable fee
(to the fullest extent permitted by applicable law), which Letter of Credit Fee shall
be for the accounts of the Lenders in accordance with their respective Revolving Loan
Commitment Percentages; and (b) to the Issuing Bank in an amount equal to 0.125% per
annum above the otherwise applicable fee, which amount shall be for the account of the
Issuing Bank as a fronting fee. The Letter of Credit Fee shall be paid quarterly in
arrears on the first Business Day of each Fiscal Quarter for the immediately preceding
Fiscal Quarter. In respect of each Existing Letter of Credit issued for the account of
either Borrower, the Borrowers shall also pay to the Issuing Bank for the Issuing
Bank’s own account, at such other time or times as such charges are customarily made
by the Issuing Bank, the Issuing Bank’s customary issuance, amendment, negotiation,
payment or document examination and other administrative fees as in effect and
applicable from time to time.





6.
CERTAIN GENERAL PROVISIONS.





6.1   Fees.




	 	6.1.1	 	Administrative Agent’s Fee. The Borrowers shall pay
to the Administrative Agent, for its own account, an administrative agent’s fee
as set forth in the Fee Letter (the “Administrative Agent’s Fee”), in the
amounts and at the times referred to therein.
	 
	 	6.1.2	 	Closing Fees. The Borrowers shall pay to the
Administrative Agent any additional fees set forth in the Fee Letter and not
otherwise defined herein (the “Closing Fees”), in the amounts and at the times
referred to therein.






	 	6.2	 	Payments to Administrative Agent. All payments of principal and
interest on Loans and all Reimbursement Obligations, Fees and any other amounts due
hereunder or under any of the other Loan Documents (unless the provisions of this
Credit Agreement or another Loan Document require otherwise) shall be made on the due
date thereof to the Administrative Agent in Dollars for the respective accounts of the
Creditor Parties, by wire transfer of immediately available funds, at the
Administrative Agent’s Office or at such other place as the Administrative Agent may
from time to time designate, in each case no later than 12:00 p.m. Boston time, and in
immediately available funds.




 


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	 	6.3	 	No Offsets, Taxes Etc.






	 	6.3.1	 	No Offsets. Any and all payments by the Borrowers or
Guarantors hereunder or under any of the other Loan Documents shall be made
free and clear of and without deduction or withholding for any and all present
or future Taxes, unless such Taxes are required by law or the administration
thereof to be deducted or withheld (all such Taxes, excluding the Excluded
Taxes and Other Taxes, being referred to herein as “Covered Taxes”). If the
Borrowers or Guarantors shall be required by
law or the administration thereof to deduct or withhold any Covered Taxes
from or in respect of any sum payable hereunder or under any other Loan
Document, (a) the sum payable shall be increased as may be necessary so that
after making all required deductions or withholdings (including deductions
or withholdings applicable to additional amounts paid under this paragraph),
the applicable Creditor Parties receive an amount equal to the sum they
would have received if no such deduction or withholding had been made; (b)
the Borrowers and Guarantors shall make such deductions or withholdings; and
(c) the Borrowers and Guarantors shall pay the full amount deducted or
withheld to the relevant taxation or other authority in accordance with
applicable law.





	 	6.3.2	 	Other Taxes. The Borrowers and Guarantors agree to
pay, in a timely manner and in accordance with all applicable law, any present
or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies (all such taxes, charges and levies being herein
referred to as “Other Taxes”) imposed by any jurisdiction (or any political
subdivision or taxing authority thereof or therein) which arise from any
payment made by the Borrowers or Guarantors hereunder or under any of the other
Loan Documents or from the execution, delivery or registration of, or otherwise
with respect to, this Credit Agreement or any of the other Loan Documents.
	 
	 	6.3.3	 	Indemnification. The Borrowers and Guarantors agree
to indemnify each of the Creditor Parties for the full amount of Covered Taxes
or Other Taxes not deducted, withheld and paid by the Borrowers or Guarantors
in accordance with Sections 6.3.1 and 6.3.2 on amounts payable
by the Borrowers and Guarantors under this Section which are paid by any of the
Creditor Parties and any liability (including penalties and interest arising
therefrom or with respect thereto, other than penalties and interest
attributable solely to the gross negligence or willful misconduct of such
Creditor Parties, as applicable) arising therefrom or with respect thereto,
whether or not any such Covered Taxes or Other Taxes were correctly or legally
asserted. Payment under this indemnification shall be made within fifteen (15)
days from the date a Creditor Party makes written demand therefor. A
certificate as to the amount of such Covered Taxes or Other Taxes and evidence
of payment thereof submitted to the Borrowers and Guarantors shall be
conclusive, absent manifest error, of the amount due from the Borrowers or
Guarantors to such Creditor Party.




 


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	 	6.3.4	 	Non-U.S. Lenders. Each Creditor Party that is
organized under the laws of a jurisdiction outside the United States (a
“Non-U.S. Lender”) agrees that it shall, no later than the Closing Date (or, in
the case of a Creditor Party which becomes a party hereto pursuant to this
Credit Agreement after the Closing Date, on or prior to the date upon which
such Creditor Party becomes a party hereto), and from time to time thereafter
upon the reasonable request of the Borrowers (but only if such Non-U.S. Lender
or beneficial owner is legally entitled to do so) deliver to the Borrowers and
the Administrative Agent two properly completed and duly executed copies of
either United States Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY
or any subsequent versions thereof or successors thereto, or any other form
prescribed by applicable law as a basis for claiming exemption from (or
reduction in) United States federal withholding tax together with such
supplementary documentation as may be prescribed by applicable law, in each
case claiming complete exemption from, or reduced rate of, United States
federal withholding tax and payments of interest hereunder. In addition, in
the case of a Non-U.S. Lender claiming exemption from United States federal
withholding tax under Section 871(h) or Section 881(c) of the Code, such
Non-U.S. Lender (to the extent legally entitled to do so) shall deliver a
certificate, in substantially the same form as Exhibit 6.3.4, to the
Borrowers and the Administrative Agent, certifying that such Non-U.S. Lender
or beneficial owner is not (A) a bank for purposes of Section 881(c)(3)(A)
of the Code, (B) a 10-percent shareholder of any of the Borrowers within the
meaning of Section 881(c)(3)(B) of the Code, and (C) a “controlled foreign
corporation” described in Section 881(c)(3)(C) of the Code. Each Non-U.S.
Lender (i) agrees that it shall promptly notify the Borrowers and the
Administrative Agent in the event any such representation provided pursuant
to this Section is no longer accurate and (ii) agrees that it will deliver
updated versions of the foregoing, as applicable, whenever any of the
previous certifications provided herein has become inaccurate in any
material respect, together with such other forms as may be required in order
to confirm or establish the entitlement of such Creditor Party to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Credit Agreement. All forms provided in this
Section shall be delivered by each Non-U.S. Lender to the Borrowers and the
Administrative Agent on or before the date it becomes a party to this Credit
Agreement and on or before the date, if any, such Non-U.S. Lender changes
its applicable lending office by designating a different lending office (a
“New Lending Office”).




 


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	 	6.3.5	 	U.S. Lenders. Any Creditor Party that is not a
Non-U.S. Lender and that may not be treated as an exempt recipient based on the
indicators described in Treasury Regulation Section 1.6049-4(c)(1)(ii) shall
deliver to the Borrowers on or prior to the date on which such Creditor Party
becomes a Creditor Party under this Credit Agreement (and from time to time
thereafter as prescribed by applicable law or upon the reasonable request of
the Borrowers), two duly executed and properly completed copies of United
States Internal Revenue Service Form W-9, or any successor form that such
Creditor Party is entitled to provide at such time in order to comply with
United States back-up withholding requirements. Notwithstanding any other
provision in this Section, no amount shall be required to be paid to a Creditor
Party under this Section with respect to backup withholding if there has been a
notified underreporting pursuant to
Section 3406(a)(1)(C) of the Code (or similar provision or successor
provision) with respect to such Creditor Party.
	 
	 	6.3.6	 	Pre-Existing Withholding Requirements. The Borrowers
and Guarantors shall not be required to indemnify any Non-U.S. Lender, or pay
any additional amounts to any Non-U.S. Lender, in respect of United States
federal withholding tax pursuant to this Credit Agreement to the extent that
the obligation to withhold amounts with respect to United States federal
withholding tax existed on the date such Non-U.S. Lender became a party to this
Credit Agreement or, with respect to payments to a New Lending Office, the date
such Non-U.S. Lender designated such New Lending Office with respect to the
Loans; provided, however, that this clause shall not apply to
the extent (i) the indemnity payment or additional amounts any transferee or
assignee of any Creditor Party, or any Creditor Party through a New Lending
Office, would be entitled to receive (without regard to this clause (i)) do not
exceed the indemnity payment or additional amounts that the Person making the
assignment or transfer to such transferee or assignee, or Creditor Party making
the designation of such New Lending Office, would have been entitled to receive
in the absence of such assignment, transfer or designation, or (ii) the
obligation to pay such additional amounts would not have arisen but for a
failure by such Non-U.S. Lender to comply with the provisions of Section
6.3.4.
	 
	 	6.3.7	 	Mitigation. Any Creditor Party claiming any indemnity
payment or additional payment amounts payable pursuant to this Section shall
use reasonable efforts (consistent with legal and regulatory restrictions), at
the Borrowers’ and Guarantors’ expense, (a) to file any certificate or document
reasonably requested in writing by the Borrowers, or (b) to change the
jurisdiction of its applicable lending office if the making of such a filing or
change (i) would avoid the need for or reduce the amount of any such indemnity
payment or additional amount which may thereafter accrue, (ii) would not
require such Creditor Party to disclose any information such Creditor Party
deems confidential and (iii) would not, in the sole determination of such
Creditor Party, be otherwise disadvantageous to such Creditor Party.




 


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	 	6.3.8	 	Refunds. If any Creditor Party (including a
transferee) determines in its sole discretion that it is entitled to claim a
refund from a Governmental Authority in respect of Covered Taxes or Other Taxes
with respect to which any of the Borrowers or Guarantors has paid additional
amounts pursuant to this Section, it will promptly notify the applicable
Borrower or Guarantor of the availability of such refund claim and shall,
within twenty (20) days after receipt of a written request by such Borrower or
Guarantor, make a claim to the Governmental Authority for such refund at such
Borrower’s or Guarantor’s expense. If any Creditor Party receives a refund
(including a refund made pursuant to the preceding sentence) in respect of any
Covered Taxes or Other Taxes with respect to which a
Borrower or Guarantor has paid additional amounts pursuant to this Section,
such Creditor Party shall within ten (10) Business Days from the date of the
receipt pay over such refund (solely to the extent of such Borrower’s or
Guarantor’s payment, plus a pro rata portion of any interest paid by the
relevant Governmental Authority with respect to such refund) to such
Borrower or Guarantor, net of all out of pocket expenses of such Creditor
Party incurred in connection with obtaining such refund, including
reasonable attorneys fees; provided, however, that such
Borrower or Guarantor, upon the request of such Creditor Party, agrees to
repay the amount paid over to such Borrower or Guarantor (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the applicable Creditor Party in the event such Creditor Party
is required to repay such refund to such Governmental Authority. This
Section shall not be construed to require any Creditor Party to make
available its tax returns (or any other information relating to its taxes
that it deems confidential) to a Borrower, a Guarantor or any other Person.
Notwithstanding anything to the contrary, in no event will any Creditor
Party be required to pay any amount under this Section the payment of which
would place such Creditor Party in a less favorable net after-tax position
than such Creditor Party would have been in if the additional amounts giving
rise to such refund of any Covered Taxes or Other Taxes had never been paid.
	 
	 	6.3.9	 	Evidence of Payment. The Borrowers and Guarantors
shall furnish to the Administrative Agent and each of the Creditor Parties the
original or a certified copy of a receipt evidencing any payment of Covered
Taxes or Other Taxes made by the Borrowers or Guarantors as soon as such
receipt becomes available.
	 
	 	6.3.10	 	Survival. The provisions of this Section shall survive the
termination of this Credit Agreement and repayment of all Obligations.






	 	6.4	 	Computations. All computations of interest on Loans, any Fees or any
other amount due hereunder shall, unless otherwise expressly provided herein, be based
on a 365/366-day year for all Base Rate Loans, and a 360-day year for all other
purposes, and paid for the actual number of days elapsed. Except as otherwise provided
in the definition of the term “Interest Period” with respect to LIBOR Rate Loans,
whenever a payment hereunder or under any of the other Loan Documents becomes due on a
day that is not a Business Day, the due date for such payment shall be extended to the
next succeeding Business Day, and interest and fees shall accrue during such extension.






 


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	 	6.5	 	Interest Limitation. Notwithstanding any other term of this Credit
Agreement or any other document referred to herein or therein, the maximum amount of
interest which may be charged to or collected from any Person liable hereunder by the
Lenders shall be absolutely limited to, and shall in no event exceed, the maximum
amount of interest which could lawfully be charged or collected under applicable
law (including, to the extent applicable, the provisions of Section 5197 of the
Revised Statutes of the United States, as amended or 12 U.S.C. Section 85, as
amended), so that the maximum of all amounts constituting interest under applicable
law, howsoever computed, shall never exceed as to any Person liable therefor such
lawful maximum, and any term of this Credit Agreement or any other document referred
to herein or therein which could be construed as providing for interest in excess of
such lawful maximum, shall be and hereby is made expressly subject to and modified by
the provisions of this paragraph.






	 	6.6	 	Inability to Determine LIBOR Rate. In the event, prior to the
commencement of any Interest Period relating to any LIBOR Rate Loan, the Administrative
Agent shall in good faith determine or be notified by the Required Lenders that (a)
adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would
otherwise determine the rate of interest to be applicable to any LIBOR Rate Loan during
any Interest Period or (b) the LIBOR Rate determined or to be determined for such
Interest Period will not adequately and fairly reflect the cost to the Lenders of
making or maintaining their LIBOR Rate Loans during such period, the Administrative
Agent shall forthwith give notice of such determination (which shall be conclusive and
binding on the Borrowers and the Lenders) to the Borrowers and the Lenders. In such
event (i) any Loan Request or Conversion Request with respect to LIBOR Rate Loans shall
be automatically withdrawn and shall be deemed a request for Base Rate Loans, (ii) each
LIBOR Rate Loan will automatically, on the last day of the then current Interest Period
relating thereto, become a Base Rate Loan and (iii) the obligations of the Lenders to
make LIBOR Rate Loans shall be suspended until the Administrative Agent or the Required
Lenders determine that the circumstances giving rise to such suspension no longer
exist, whereupon the Administrative Agent or, as the case may be, the Administrative
Agent upon the instruction of the Required Lenders, shall so notify the Borrowers and
the Lenders.






	 	6.7	 	Illegality. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or in the interpretation or
application thereof shall make it unlawful for any Lender to (i) make or maintain LIBOR
Rate Loans, or (ii) perform its obligations in respect of any LIBOR Rate Loan, such
Lender shall forthwith give notice of such circumstances to the Borrowers, the
Administrative Agent and the other Lenders and thereupon (a) the commitment of such
Lender to make LIBOR Rate Loans or convert Loans of another Type to LIBOR Rate Loans
shall forthwith be suspended, and (b) such Lender’s Loans then outstanding as LIBOR
Rate Loans if any such Loans exist, shall be converted automatically to Base Rate Loans
on the last day of each Interest Period applicable to such LIBOR Rate Loans or within
such earlier period as may be required by law. The Borrowers hereby agree promptly to
pay to the Administrative Agent for the account of such Lender, upon demand by such
Lender, any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender in making any conversion in accordance with this Section,
including any interest or fees payable by such Lender to lenders of funds obtained by
it in order to make or maintain its LIBOR Rate Loans hereunder.




 


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	 	6.8	 	Additional Costs, Etc. If any present or future applicable law, which
expression, as used herein, includes statutes, rules and regulations thereunder and
interpretations thereof by any Governmental Authority charged with the administration
or the interpretation thereof and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Creditor Party
by any central bank or other fiscal, monetary or other authority (whether or not having
the force of law), shall:






	 	6.8.1	 	Taxes. subject any Creditor Party to any Tax or
withholding of any nature with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, such Creditor Party’s Commitment or the LIBOR
Rate Loans, or change in the basis of taxation of payments to such Creditor
Party (other than Taxes, levies, imposts, charges, fees, deductions or
withholdings covered by Section 6.3 and the imposition of, or any
change in the rate of, any Excluded Tax payable by such Creditor Party), or






	 	6.8.2	 	Reserves. impose or increase or render applicable
(other than to the extent specifically provided for elsewhere in this Credit
Agreement) any special deposit, reserve, assessment, liquidity, capital
adequacy or other similar requirements (whether or not having the force of law)
against assets held by, or deposits in or for the account of, or loans by, or
letters of credit issued by, or commitments of an office of any Creditor
Party), or






	 	6.8.3	 	Other Costs. impose on any Creditor Party any other
conditions or requirements with respect to this Credit Agreement, the other
Loan Documents, such Lender’s Commitment, any Letters of Credit or, the LIBOR
Rate Loans, and the result of any of the foregoing is:






(a) to increase the cost to any Creditor Party of making, funding, issuing,
renewing, extending or maintaining any of the LIBOR Rate Loans, such Commitment or
any Existing Letter of Credit, or




(b) to reduce the amount of principal, interest, Reimbursement Obligation or
other amount payable to such Creditor Party hereunder on account of such Commitment,
any Existing Letter of Credit or any of the Loans, or




(c) to require such Creditor Party to make any payment or to forego any
interest or Reimbursement Obligation or other sum payable hereunder, the amount of
which payment or foregone interest or Reimbursement Obligation or other sum is
calculated by reference to the gross amount of any sum receivable or deemed received
by such Creditor Party from the Borrowers hereunder,


 


52









 






then, and in each such case, the Borrowers will, upon demand made by such Creditor Party at
any time and from time to time and as often as the occasion therefor may arise, pay to such
Creditor Party such additional amounts as will be sufficient to compensate such Creditor
Party for such additional cost, reduction, payment or foregone interest or Reimbursement
Obligation or other sum upon presentation by such Creditor Party of a
certificate in accordance with Section 6.10; provided that the Borrowers
shall not be liable to any Creditor Party for costs incurred more than one hundred eighty
(180) days prior to receipt by the Borrowers of such certificate from such Creditor Party,
as applicable, unless such costs were incurred prior to such 180-day period solely as a
result of such present or future applicable law being retroactive to a date which occurred
prior to such 180-day period.




	 	6.9	 	Capital Adequacy. If after the date hereof any Creditor Party
determines that (i) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of law)
regarding capital requirements for banks or bank holding companies or any change in the
interpretation or application thereof by a court or governmental authority with
appropriate jurisdiction, or (ii) compliance by such Creditor Party or any corporation
controlling such Creditor Party with any law, governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law) of any such entity
regarding capital adequacy, has the effect of reducing the return on such Creditor
Party’s commitment with respect to any Loans to a level below that which such Creditor
Party could have achieved but for such adoption, change or compliance (taking into
consideration such Creditor Party’s then existing policies with respect to capital
adequacy and assuming full utilization of such entity’s capital) by any amount deemed
by such Creditor Party to be material, then such Creditor Party may notify the
Borrowers of such fact upon presentation of a certificate in accordance with
Section 6.10. To the extent that the amount of such reduction in the return on
capital is not reflected in the Base Rate, the Borrowers and such Creditor Party shall
thereafter attempt to negotiate in good faith, within thirty (30) days of the day on
which the Borrowers receive such notice, an adjustment to the compensation payable
hereunder which will adequately compensate such Creditor Party in light of these
circumstances. If the Borrowers and such Creditor Party are unable to agree to such
adjustment within thirty (30) days of the date on which the Borrowers receive such
notice, then commencing on the date of such notice (but not earlier than the effective
date of any such increased capital requirement), the fees payable hereunder shall
increase by an amount that will, in such Creditor Party’s reasonable determination,
provide adequate compensation; provided that the Borrowers shall not be liable
to any Creditor Party for costs incurred more than one hundred eighty (180) days prior
to receipt by the Borrowers of such notice. Each Creditor Party shall allocate such
cost increases among its customers in good faith and on an equitable basis.






	 	6.10	 	Certificate. A certificate setting forth any additional amounts
payable pursuant to Section 6.8 or Section 6.9 and a reasonably
detailed explanation of such amounts which are due, submitted by any Creditor Party to
the Borrowers, shall be prima facie evidence in the absence of manifest
error that such amounts are due and owing.




 


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	 	6.11	 	Mitigation Obligations; Replacement of Lenders.






	 	6.11.1	 	Designation of a Different Lending Office. If any Lender requests
compensation, or the Borrowers are required to pay any additional amounts to or
for the benefit of such Lender, pursuant to Section 6.7, Section
6.8 or Section 6.9, or if any Lender gives a notice pursuant to
Section 6.7, then such Lender shall use reasonable efforts to designate
a different Domestic Lending Office or LIBOR Lending Office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or Affiliates, if, in the judgment of such
Lender, such designation or assignment (a) would eliminate or reduce amounts
compensable or payable pursuant to Section 6.7, Section 6.8 or
Section 6.9, as the case may be, in the future, or eliminate the need
for the notice pursuant to Section 6.7 as applicable, and (b) in each
case, would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrowers hereby
agree to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.






	 	6.11.2	 	Replacement of Lenders. If any Lender requests compensation, or the
Borrowers are required to pay any additional amount to or for the benefit of
any such Lender, under Section 6.7, Section 6.8 or Section
6.9, the Borrowers may replace such Lender in accordance with Section
6.14.






	 	6.11.3	 	Survival. All of the Borrower’s Obligations under Section
6.7, Section 6.8, Section 6.9 and this Section shall
survive termination of the Commitments and repayment of all other Obligations
hereunder.






	 	6.12	 	Indemnity. The Borrowers agree to indemnify the Administrative Agent
and each Lender and to hold each of them harmless from and against any loss, cost or
expense that such Person may sustain or incur as a consequence of (a) default by the
Borrowers in payment of the principal amount of or any interest on any LIBOR Rate Loans
as and when due and payable, including any such loss or expense arising from interest
or fees payable by such Lender to lenders of funds obtained by it in order to maintain
its LIBOR Rate Loans, (b) default by the Borrowers in making a borrowing or conversion
after a Borrower has given (or is deemed to have given) a Loan Request or a notice (in
the case of all or any portion of the Loans pursuant to Section 2.3.4) or a
Conversion Request relating thereto in accordance with Section 2.3.1 or
2.3.2 or (c) the making of any payment of a LIBOR Rate Loan or the making of
any conversion of any such Loan to a Base Rate Loan on a day that is not the last day
of the applicable Interest Period with respect thereto, including interest or fees
payable by such Lender to lenders of funds obtained by it in order to maintain any such
Loans.




 


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	 	6.13	 	Interest and Fees After Event of Default. At the Administrative
Agent’s discretion or upon written request of the Required Lenders, upon the occurrence
and during the continuance of an Event of Default, the Borrowers shall pay interest on
the principal amount of all outstanding Obligations (other than Obligations
arising out of Derivative Agreements not directly relating to the Loans) at a
fluctuating interest rate per annum at all times equal to the Default Rate, and Letter
of Credit Fees at a rate 2% per annum above the otherwise applicable fee, to the
fullest extent permitted by applicable laws.






	 	6.14	 	Replacement of Lenders. (a) If any Lender requests compensation, or
the Borrowers are required to pay any additional amount to or for the benefit of such
Lender, pursuant to Section 6.7, Section 6.8 or Section 6.9, or
if any Lender gives a notice pursuant to Section 6.7, (b) if any Lender is a
Delinquent Lender; or (c) if any Lender refuses to consent, or unreasonably withholds,
conditions or delays its consent, pursuant to Section 23.1.1 or Section
23.1.2; then the Borrowers may, at their sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 17), all of its interests, rights and obligations
under this Credit Agreement and the other Loan Documents to an Eligible Assignee that
shall assume such obligations; provided that:






(i) the Borrowers shall have paid to the Administrative Agent the processing
and recordation fee specified in Section 17.2.2;





(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of all Loans made by it, accrued interest thereon, accrued
fees and all other amounts payable hereunder and under the other Loan Documents
(including any amounts under Section 6.7, Section 6.8 or Section
6.9) from the Eligible Assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other amounts); and




(iii) such assignment does not conflict with any applicable laws.



A Lender shall not be required to make any such assignment or delegation pursuant to this
Section if, prior to the consummation of such assignment, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrowers to require such assignment and delegation
cease to apply.



7.
CONDITIONS PRECEDENT.




The Lenders’ willingness to execute and deliver this Credit Agreement, and to make Revolving Loans,
and for the Issuing Bank to consider extending or renewing any of the Existing Letters of Credit,
are subject to the following conditions precedent:




	 	7.1	 	Documents. The Creditor Parties shall have received each of the
following, in form and substance reasonably satisfactory to such Creditor Parties and
their respective counsel:






(a) Counterparts of this Credit Agreement, and the other Loan Documents
required to be executed and delivered contemporaneously with this
Credit Agreement, including, without limitation, those documents reflected on
the Closing Checklist attached to this Credit Agreement as Exhibit 7.1, duly
executed and delivered by each of the parties thereto;




(b) Such other documents, agreements and instruments and the completion of all
actions as the Creditor Parties may reasonably request.


 


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	 	7.2 	 	Other Conditions Precedent to any Loans.







(a) No Default shall have occurred and be continuing as of the date of the
making of the Loan or would exist immediately after giving effect thereto.




(b) All warranties and representations made by or on behalf of either of the
Borrowers or any of the Guarantors to any of the Creditor Parties pursuant to the
Loan Documents shall be true and accurate in all material respects.




(c) The Creditor Parties shall be satisfied that the Pledge Agreements and
Other Security Documents create or will create, as security for the Obligations, a
valid and enforceable perfected first priority security interest in and Lien upon
all of the Equity Collateral and Other Collateral described therein in favor of the
Administrative Agent, on behalf of the Creditor Parties, subject to no other Liens,
other than such Liens as are permitted pursuant to the terms of the Pledge
Agreements or Other Security Documents.




(d) The Required Lenders shall, in their good faith judgment, be satisfied
that, other than for those matters set forth on Schedule 8.2, no litigation,
action, suit, investigation or other arbitral, administrative or judicial proceeding
shall be pending or threatened which could reasonably be expected to result in a
Material Adverse Effect.




(e) the Borrowers and the Guarantors shall have received all approvals,
consents and waivers, and shall have made or given all necessary filings and notices
as shall be required to consummate the transactions contemplated hereby without the
occurrence of any default under, conflict with or violation of (1) any Applicable
Law or (2) any agreement, document or instrument to which any such Person is a party
or by which any of them or their respective properties is bound, except for such
approvals, consents, waivers, filings and notices the receipt, making or giving of
which would not reasonably be likely to have a Material Adverse Effect.




(f) The Borrowers shall have paid the Administrative Agent, for the ratable
benefit of the Lenders, where applicable, such amounts as shall be due under the Fee
Letter and shall have paid all other amounts required to be paid hereunder.


 


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8.
REPRESENTATIONS AND WARRANTIES.




In order to induce the Creditor Parties to enter into this Credit Agreement and to make the Loans,
each of the Borrowers, and each of the Guarantors, jointly and severally, represent and warrant to
the Administrative Agent, the Issuing Bank and the Lenders as follows:




	 	8.1	 	Financial Information. True, accurate and complete consolidated
financial statements of each Borrower and consolidating balance sheet and income
statement for CCG, as of and for the period ended September 30, 2008 (the “Balance
Sheet Date”), have been delivered to the Creditor Parties and the same fairly present
in all material respects the financial condition of each Borrower, each Guarantor and
each Pledged Entity as of the date thereof and no material and adverse change has
occurred in such financial condition since the date thereof.






	 	8.2	 	Litigation. Except as set forth on Schedule 8.2, there are no
actions, suits, proceedings or investigations of any kind pending or, to the knowledge
of either Borrower or any Guarantors, threatened, against any of them or their
respective Subsidiaries, before any court, tribunal or administrative agency or board
that, if adversely determined, would reasonably be expected to, either in any case or
in the aggregate, have a Material Adverse Effect, or result in any substantial
liability not adequately covered by insurance, or for which adequate reserves are not
maintained on the balance sheet of such Person, or which question the validity of this
Credit Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.






	 	8.3	 	Good Title and No Liens. The Borrowers, the Guarantors and the Pledged
Entities are the lawful owners of their respective assets and are and will be the
lawful owners of such assets, free and clear of all liens and encumbrances of any
nature whatsoever other than (i) as permitted in conjunction with this Credit
Agreement, (ii) liens and encumbrances securing other Indebtedness incurred in
connection with the conduct of business by such Persons in the ordinary course of their
respective businesses consistent with past practices and listed on Schedule
8.3, (iii) liens and encumbrances which are being released, terminated or
discharged with the proceeds of the Term Loan or (iv) Permitted Liens.






	 	8.4	 	Franchise, Patents, Copyrights, Etc. Each of the Borrowers and each of
the Guarantors possess all franchises, patents, copyrights, trademarks, trade names,
licenses and permits, and rights in respect of the foregoing, required for the conduct
of its business substantially as now conducted, without known conflict with any rights
of others, except to the extent the failure to own or have the same would not be
reasonably expected to have a Material Adverse Effect.




 


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	 	8.5	 	Entity Matters.






	 	8.5.1	 	Organization. Each of the Borrowers, each Guarantor
and each of the Pledged Entities:






(a) is the type of business entity, formed in the jurisdiction, and qualified
to do business in the jurisdictions, as set forth on Schedule 8.5.1. 




(b) that purports to be a Delaware statutory trust, is a duly organized validly
existing statutory trust in good standing under the laws of the State of Delaware
and is duly qualified in each jurisdiction where the nature of its business is such
that qualification is required, except where failure to be so qualified would not
result in a Material Adverse Effect, and has all requisite power and authority to
conduct its business and to own its property as now conducted or owned and as
contemplated by this Credit Agreement.




(c) that purports to be a corporation, is a duly organized validly existing
corporation in good standing under the laws of the State of Delaware and is duly
qualified in the jurisdiction where the nature of its business is such that
qualification is required, except where failure to be so qualified would not result
in a Material Adverse Effect, and has all requisite power and authority to conduct
its business and to own its property as now conducted or owned and as contemplated
by this Credit Agreement.




(d) that purports to be a limited liability company, is a duly organized
validly existing limited liability company in good standing under the laws of the
State of Delaware and is duly qualified in the jurisdiction where the nature of its
business is such that qualification is required, except where failure to be so
qualified would not result in a Material Adverse Effect, and has all requisite power
and authority to conduct its business and to own its property as now conducted or
owned and as contemplated by this Credit Agreement.




	 	8.5.2	 	Ownership. The ownership of the Capital Stock of CCG,
each of the Guarantors and each of the Pledged Entities is set forth on
Schedule 8.5.2. True and complete copies of each of the Governing
Documents for each such Person is listed on Schedule 8.5.2 and have
been furnished to the Administrative Agent by the Borrowers and the Guarantors.
The Borrowers and the Guarantors further represent and warrant that
Schedule 8.5.2 sets forth all of the information required to be set
forth thereon with respect to all of their respective Subsidiaries that are
either (i) a Borrower, a Guarantor or a Pledged Entity, or (ii) an entity that
generates net income or holds net assets equal to or greater than 5% of CHC’s
Consolidated Net Income or consolidated net assets. CHC may unilaterally, from
time to time, revise Schedule 8.5.2 by providing such revised
Schedule 8.5.2 to the Administrative Agent, so as to reflect the
addition or removal of Subsidiaries that meet or no longer meet the criteria
set forth above.






	 	8.5.3	 	Taxpayer Identification Numbers. The taxpayer
identification numbers and state organizational numbers (if applicable) of each
Borrower, each Guarantor and each Pledged Entity are accurately stated in
Schedule 8.5.3.




 


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	 	8.5.4	 	Equity Interests. The Borrowers and the Guarantors
are each the owner, free and clear of all liens and encumbrances (other than
those created in favor of the Administrative Agent pursuant to the Loan
Documents), of the Capital Stock which they purport to own of each of their
respective Subsidiaries required to be listed on Schedule 8.5.2. All
 shares of such Capital Stock constituting corporate shares have been validly
issued and are fully paid and nonassessable, all shares or units of such
Capital Stock constituting equity in other forms of entities (e.g. statutory
trusts, limited liability companies or partnerships) are not subject to any
calls or assessments, no rights to subscribe to any additional Capital Stock of
any such Person have been granted, and no options, warrants, or similar rights
are outstanding, except as set forth on Schedule 8.5.4.






	 	8.6	 	Authorization. The execution and delivery of this Credit Agreement and
the other Loan Documents to which each Borrower or any Guarantor is to become a party
and the performance by such Persons of the transactions contemplated hereby and thereby
(i) are within the authority of each Borrower and each Guarantor, as applicable, (ii)
have been duly authorized by all necessary corporate or trust action, as applicable,
(iii) do not conflict with, result in any breach or contravention of or require any
consent, waiver, authorization or approval under any legal requirement to which any
such Person is subject or any judgment, order, writ, injunction, license or permit
applicable to any such Person, as applicable, and (iv) do not conflict with any
provision of any such Person’s Governing Documents or any Contractual Obligation of any
such Person, as applicable, except, in each case, where such conflict would not have a
Material Adverse Effect.






	 	8.7	 	Valid and Binding. Each of the Loan Documents constitutes the legal,
valid and binding obligation of each of the Borrowers and the Guarantors party thereto,
enforceable against each such Person in accordance with the respective terms thereof,
subject to bankruptcy, insolvency and similar laws of general application affecting the
rights and remedies of creditors generally and, with respect to the availability of the
remedies of specific enforcement, subject to the discretion of the court before which
any proceeding therefor may be brought.






	 	8.8	 	Deferred Compensation and ERISA. Except as could not, individually or
in the aggregate, be reasonably expected to have a Material Adverse Effect, the
Borrowers, the Guarantors, the Pledged Entities and each ERISA Affiliate are in
material compliance with all applicable provisions and requirements of ERISA and the
regulations and published interpretations thereunder with respect to each Employee
Benefit Plan, and have performed all their material obligations under each Employee
Benefit Plan. No ERISA Event has occurred or is reasonably expected to occur except
ERISA Events that, individually or in the aggregate, could not reasonably be expected
to result in a liability of any Borrower, Guarantor, Pledged Entity or ERISA Affiliate
in excess of $1,000,000. Except to the extent required under Section 4980B of the
Code, no Employee Benefit Plan provides health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employees of any
Borrower, Guarantor, Pledged Entity or ERISA Affiliate.




 


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No Employee Benefit Plan that is a group health plan within the meaning of
Part 6 of Title I of ERISA is self-insured or provides benefits by any means other the
purchase of insurance. None of the Borrowers, Guarantors, Pledged Entities or any
ERISA Affiliates has any Guaranteed Pension Plan except as may be designated to the
Lender in writing by the Borrowers from time to time. As of the most recent valuation
date for each Guaranteed Pension Plan, the amount of unfunded benefit liabilities (as
defined in Section 4001(a)(18) of ERISA), individually or in the aggregate of all
Guaranteed Pension Plans (excluding for purposes of such computation any Pension Plans
with respect to which assets exceed benefit liabilities), does not exceed $1,000,000;
and no “Reportable Event” within the meaning of Section 4043 of ERISA has occurred
with respect to any Guaranteed Pension Plan. The granting of the Loans, the
performance by the Borrowers and the Guarantors of their respective obligations under
the Loan Documents and the Borrowers’, the Guarantors’ and the Pledged Entities’
conducting of their respective operations do not and will not violate any provisions
of ERISA or any Employee Benefit Plan.




	 	8.9	 	No Materially Adverse Contracts, Etc. Neither Borrower, no Guarantor,
no Pledged Entity, and none of their respective Subsidiaries is subject to, or in
breach or default under, any charter, corporate or other legal restriction, or any
judgment, decree, order, rule or regulation, that has or is expected in the future to
have, or where such breach or default has or is expected to have, a Material Adverse
Effect. Neither Borrower, no Guarantor, no Pledged Entity, and none of their
respective Subsidiaries is a party to, or in breach or default under, any contract or
agreement that has or is expected to have, or where such breach or default has or is
expected to have, any Material Adverse Effect.






	 	8.10	 	Compliance With Other Instruments, Laws, Etc. Neither Borrower, no
Guarantor, no Pledged Entity, and none of their respective Subsidiaries is in violation
of any provision of its Governing Documents, or any Contractual Obligations or any
legal requirements, including, without limitation, with respect to any leverage
limitations, or any environmental, hazardous substance or regulatory matter, in any of
the foregoing cases in a manner that could result in the imposition of substantial
penalties or result in a Material Adverse Effect.






	 	8.11	 	Tax Status. The Borrowers, the Guarantors, the Pledged Entities and
their respective Subsidiaries (a) have filed all federal and state income and all other
tax returns, reports and declarations required by any jurisdiction to which such Person
is subject, and (b) have paid all Taxes shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and by appropriate
proceedings for which appropriate reserves have been taken and are being maintained in
accordance with GAAP. Except for Taxes being contested as provided in clause (b)
above, there are no unpaid Taxes in any material amount claimed to be due in writing by
the taxing authority of any jurisdiction, and such Persons know of no basis for any
such claim.




 


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	 	8.12	 	Holding Company and Investment Company Acts. Neither Borrower, no
Guarantor, no Pledged Entity, and none of their respective Subsidiaries is a “holding
company,” or an “affiliate” of a “holding company,” as such terms are defined in the
Public Utility Holding Company Act of 2005; nor are any such Persons an “investment
company,” or an “affiliated company” or a “principal underwriter” of an “investment
company,” as such terms are defined in the Investment Company Act of 1940.






	 	8.13	 	Certain Transactions. Except as set forth on Schedule 8.13, as
of the date of this Credit Agreement, none of the Related Parties of either Borrower,
any Guarantor, any Pledged Entity or any of their respective Subsidiaries is presently
a party to any transaction with any such Persons (other than (a) for services as
employees, officers, trustees, agents, attorneys, representatives, advisors or
directors; (b) transactions (i) with fund entities which are consolidated on the books
of any such Person solely because of the application of FIN 46 or other similar
accounting pronouncements, and (ii) with public investment funds that would have been
so consolidated under FIN 46 or other similar accounting pronouncements, except for the
rights of the investors in such funds to remove the general partners of such funds
without cause; or (c) such transactions between or among one or more members of The
Related Companies Group, on the one hand, and the Centerline Group, on the other hand,
entered into in the ordinary course of business upon terms and conditions no less
advantageous to the Centerline Group than would be available on an arm’s length basis
with a Person who is not an Affiliate), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring payments to or from any
officer, trustee, director or such employee or any corporation, partnership, trust or
other entity in which any officer, trustee, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.






	 	8.14	 	Loan Documents. All of the representations and warranties of the
Borrowers and the Guarantors made in the Loan Documents are true and correct in all
material respects.






	 	8.15	 	Regulations U and X. No portion of the Loan is to be used for the
purpose of purchasing or carrying any “margin security” or “margin stock” as such terms
are used in Regulations U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R. Parts 221 and 224.






	 	8.16	 	Solvency. Taking into account the Obligations hereunder, the
Borrowers, the Guarantors, the Pledged Entities and their respective Subsidiaries are
on a consolidated basis, taken as a whole, Solvent.






	 	8.17	 	No Material Change; No Default. There has been no (i) Material Adverse
Effect (except as set forth on Schedule 8.17), or (ii) Change in Control, in
each case since the date of the Borrowers’ and Guarantors’ last financial statements
most recently
delivered to the Administrative Agent; and there is not currently outstanding any
Default.




 


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	 	8.18	 	Insurance. Each of the Borrowers, each of the Guarantors and each of
the Pledged Entities maintains in full force and effect such insurance with financially
sound and reputable insurers with respect to such Person’s properties and business,
against such casualties, liabilities and contingencies, as are in accordance with the
general practices of reasonably prudent businesses engaged in similar activities in
similar geographic areas and in amounts, containing such terms, and in such forms as
are reasonable and prudent in the ordinary course of such Persons’ business.






	 	8.19	 	Use of Proceeds. The Borrowers will use the proceeds of the Loans and
will request the issuance of Letters of Credit only for the purposes and uses specified
in Section 3.






	 	8.20	 	Labor Matters. Except as could not, individually or in the aggregate,
be reasonably expected to have a Material Adverse Effect, as of the date hereof, there
are no strikes, lockouts or slow downs against either Borrower, any Guarantor or
Pledged Entity or any of their respective Subsidiaries pending or, to the knowledge of
the Borrowers and Guarantors, threatened. The consummation of the transactions
contemplated by this Credit Agreement will not give rise to any right of termination or
right of renegotiation on the part of any union under any collective bargaining
agreement to which either Borrower, any Guarantor or Pledged Entity, or any of their
respective Subsidiaries, is bound. The hours worked by and payments made to employees
of any such Persons have not been in violation in any material respect of the federal
Fair Labor Standards Act or any other applicable federal, state, local or foreign law
dealing with such matters and all payments due from such Persons, or for which any
claim may be made against any of such Persons, on account of wages and employee health
and welfare insurance and other benefits have been paid or accrued as a liability on
the books of such Persons.






	 	8.21	 	Exchange Listing. Intentionally deleted.






	 	8.22	 	No Broker or Finder. Neither Borrower, no Guarantor, and no other
Person acting on their behalf, has dealt with any broker, finder or other Person who or
which may be entitled to a broker’s or finder’s fee, or other compensation, payable by
the Creditor Parties or the Administrative Agent in connection with the Loans, the
execution and delivery of the Loan Documents, the consummation of the transactions
contemplated hereby, and the performance of the Obligations.






	 	8.23	 	LIHTC Investments. All LIHTC Investments made with funds provided by
any of the Persons included in the Centerline Group have been made by Centerline
Investor LP. All LIHTC Investments in which Centerline Investor LP holds an interest
as of the Closing Date are listed on Schedule 8.23.




 


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	 	8.24	 	Non-Spinnaker Bonds. Neither CHC nor any of its Subsidiaries owns all
or any portion of any mortgage revenue bond except as set forth on Schedule
8.24.






	 	8.25	 	Supplemental Loans. As of the Closing Date, the aggregate principal
balance of all Supplemental Loans outstanding does not exceed $63,000,000.00. There
are currently outstanding no Supplemental Loans in connection with (a) any properties
associated with any equity investment, fund or guaranteed fund that has CFin as the
provider of either a direct or back-to-back credit default swap; or (b) any debt with
respect to which CFin is providing any credit enhancement.






	 	8.26	 	Information True, Complete and Not Misleading. All of the factual
information provided by or on behalf of the Borrowers or the Guarantors that is
contained or referred to in this Section and in the Schedules to this Credit Agreement,
and in the certificates and opinions furnished to the Administrative Agent or the
Lenders by or on behalf of the Borrowers and the Guarantors in connection with this
Credit Agreement or any other Loan Document, is true, accurate and complete in all
material respects, and omits no material fact necessary to make the same, in light of
the circumstances when made, not misleading.





9.
AFFIRMATIVE COVENANTS.




For so long as this Credit Agreement is in effect, and until such time as all of the Obligations
have been indefeasibly fully paid and performed, unless the Creditor Parties shall otherwise
consent in the manner provided for in Section 23, the Borrowers and the Guarantors shall
comply, jointly and severally, and shall cause all of their Subsidiaries to comply, with the
following covenants:




	 	9.1	 	Punctual Payment. The Borrowers will duly and punctually pay or cause
to be paid the principal and interest on the Loans and all interest, fees and other
Obligations provided for in this Credit Agreement or any other Loan Document, all in
accordance with the terms of this Credit Agreement and the other Loan Documents.






	 	9.2	 	Maintenance of Location and Office. Each Borrower and each Guarantor
will maintain (i) its jurisdiction of formation in Delaware, and its chief executive
office in New York, New York, or at such other jurisdiction or place in the United
States as such Borrower or Guarantor shall designate by not less than thirty (30) days
prior written notice to the Administrative Agent.






	 	9.3	 	Organizational Number. Neither Borrower, nor any Guarantor or Pledged
Entity, will change its organizational number or taxpayer identification number, except
upon thirty (30) days prior written notice to the Administrative Agent.






	 	9.4	 	Records and Accounts. Each Borrower and each Guarantor will keep, and
cause each of their respective Subsidiaries to keep, true and accurate records and
books of account in which full, true and correct entries will be made in accordance
with GAAP.




 


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	 	9.5	 	Delivery of Financial Statements and Notices.






	 	9.5.1	 	Financial Statements, Reports, Etc. Each Borrower,
EIT, CMC and CMP will furnish to the Administrative Agent (in form and
substance reasonably acceptable to the Administrative Agent), either physically
or through electronic delivery, which shall promptly furnish to each Lender:






(a) within ninety (90) days after the end of each Fiscal Year with respect to
CHC, and within one hundred five (105) days after the end of each Fiscal Year with
respect to EIT, CMC and CMP, its consolidated balance sheet, income statement,
statement of equity and cash flow statement, and, with respect to CCG and CHC,
consolidating balance sheet and related statement of income showing the financial
condition of each such Person and its consolidated Subsidiaries as of the close of
such Fiscal Year and the results of its operations and the operations of such
Subsidiaries during such year, together with comparative figures for the immediately
preceding Fiscal Year. The consolidating statements shall include separate figures
for CAHA and Centerline Investors, as applicable. Such balance sheets and related
statements referred to above shall be audited by Deloitte & Touche LLP or other
independent public accountants of recognized national standing reasonably acceptable
to the Administrative Agent, and shall be accompanied by an opinion of such
accountants (which opinion shall not be qualified in any material respect), to the
effect that such consolidated financial statements fairly present the financial
condition and results of operations of such Person and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied. In addition,
such audited statements shall be accompanied by unaudited equity statements and cash
flow statements of CAHA and Centerline Investors, in both cases excluding the
partnerships it controls and consolidates, certified as true and correct by CHC’s
chief financial officer;




(b) within forty-five (45) days with respect to CHC, and within sixty (60) days
with respect to CCG, EIT, CMC and CMP, after the end of each of the first three
Fiscal Quarters of each fiscal year, each such Person’s consolidated balance sheet,
income statement, statement of equity and cash flow statement, and, with respect to
CCG and CHC, consolidating balance sheet and related statement of income showing the
financial condition of such Person and its consolidated Subsidiaries as of the close
of such Fiscal Quarter and the results of its operations and the operations of such
Subsidiaries during such Fiscal Quarter and the then elapsed portion of the Fiscal
Year, and comparative figures for the same periods in the immediately preceding
Fiscal Year, all unaudited and certified by such Person’s chief financial officer as
fairly presenting the financial condition and results of operations of such Person
and its consolidated Subsidiaries on a consolidated (and, in the case of CCG and
CHC, a consolidating) basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments. The consolidating statement shall include
separate figures for CAHA and Centerline Investors, as applicable. In addition, such
statements shall be accompanied by unaudited equity statements and cash flow
statements of CAHA and Centerline Investors, in both cases excluding the
partnerships it
controls and consolidates, certified as true and correct by CHC’s chief
financial officer;


 


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(c) concurrently with any delivery of financial statements with respect to CHC
under clause (a) or (b) above, a certificate substantially in the form of
Exhibit 9.5.1(c) (a “Compliance Certificate”) of CHC’s chief financial
officer opining and certifying (i) that no Default has occurred or, if a Default has
occurred, specifying the nature and extent thereof and any corrective action taken
or proposed to be taken with respect thereto and (ii) setting forth computations in
reasonable detail satisfactory to the Administrative Agent demonstrating compliance
with the covenants contained in Section 9.18.1, and Sections 10.14
through 10.16 and, (x) setting forth the Borrowers’ calculation of
Consolidated EBITDA, Fixed Charges, Funded Debt, (y) certifying that there has been
no change in the business activities, assets or liabilities of any Person reasonably
likely to result in a Material Adverse Effect, or if there has been any such change,
describing such change in reasonable detail, and, (z) certifying that the Borrowers
and the Guarantors are in compliance with Section 10.13;




(d) promptly after the same become publicly available, copies of all periodic
and other reports, proxy statements and other materials filed by such Persons with
the SEC, or with any national securities exchange, or distributed to its
shareholders, partners or members, as the case may be. In the event that CHC is no
longer required to file periodic and other reports to the SEC, the Borrowers shall
provide from time to time such statements and reports as CHC would have been
required to file on a so-called Form 8-K if it were still required to file such
statements and reports with the SEC;




(e) promptly after the receipt thereof by any such Person or any Subsidiary, a
copy of any “management letter” received by any such Person from its certified
public accountants, and the management’s response thereto; and




(f) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of such Persons or any of their
Subsidiaries, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request;




(g) documents required to be delivered pursuant to Section 9.5.1(a),
(b) or (d) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which such
Person posts such documents, or provides a link thereto, on such Person’s website on
the internet; or (ii) on which such documents are posted on such Person’s behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and
the Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent);


 


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(h) by no later than the 10th day following CHC’s filing its Form
10Q with the SEC, a report reflecting on a consolidated basis, and breaking out such
information separately for each of CHC’s consolidated group’s businesses, (i)
expenditures and receipts for the Fiscal Quarter just ended and for the year-to-date
through the end of such Fiscal Quarter, showing a comparison to the Budget for such
time period;




(i) by no later than the 10th day following the end of each Fiscal
Quarter, CHC’s internally generated cash expenditures report, in form and substance
consistent with such report prepared prior to the Closing Date and as the
Administrative Agent may reasonably request from time to time.




(j) by no later than the 15th day of each calendar month following
the Closing Date, a report setting forth the sale, during the prior month, of any
Collateral, reflecting the sale price, detailed expenses and detailed accounting of
Collateral Sale Proceeds for such sales; and




(k) by no later than December 1, 2009, a Budget for calendar year 2010.




	 	9.5.2	 	Notices. With reasonable promptness, but in all
events within five (5) Business Days after the Person described below has
actual knowledge thereof:






(a) Defaults. Each Borrower and each Guarantor will, and will cause
each of their respective Subsidiaries to notify the Administrative Agent in writing
of the occurrence of any act, event or condition which constitutes a Default under
any of the Loan Documents, such notice to include a written statement of any
remedial or curative actions which such Person proposes to undertake to cure or
remedy any such Default before it becomes an Event of Default.




(b) Equity Collateral. Each Borrower and each Guarantor will, and will
cause each of their respective Subsidiaries to, give notice to the Administrative
Agent in writing of any events relating to the Equity Collateral that materially
adversely affect the rights of the Administrative Agent or any other Creditor
Parties with respect thereto.




(c) Litigation. Each Borrower and each Guarantor will, and will cause
each of their respective Subsidiaries to, give notice to the Administrative Agent in
writing of any litigation or proceedings threatened or any pending litigation and
proceedings affecting any such Person involving an amount in controversy exceeding
$2,000,000, or with respect to any of the foregoing Persons, that could reasonably
be expected to have a Material Adverse Effect, and stating the nature and status of
such litigation or proceedings. Each Borrower and each Guarantor will, and will
cause each of their respective Subsidiaries to, give notice to the Administrative
Agent in writing in form and detail reasonably satisfactory to the Administrative
Agent of any judgment in excess of $2,000,000
not covered by insurance, final or otherwise, against such Persons.
Notwithstanding the foregoing, the parties hereto agree that the litigation listed
on Schedule 8.2 shall be excluded from the notice provisions of this
Section.


 


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(d) Change in Credit Rating. Each Borrower and each Guarantor will,
and will cause each of their respective Subsidiaries to, give notice to the
Administrative Agent in writing of any change in any such Person’s credit rating, or
the credit rating pertaining to any debt obligations of any such Person, as
determined by Moody’s, S&P or any other nationally recognized rating service from
time to time.




(e) Management. The Borrowers and Guarantors will provide to the
Administrative Agent prompt notice in the event the relationship of any of their
respective officers or other members of senior management will be terminating.




(f) Material Adverse Change. Each Borrower and each Guarantor will,
and will cause each of its Subsidiaries to, give notice to the Administrative Agent
in writing of any events or circumstances that are reasonably likely to cause a
Material Adverse Effect.




(g) Notice to Lenders. The Administrative Agent will promptly furnish
to each Lender a copy of each notice received by the Administrative Agent under this
Section 9.5.2.




	 	9.5.3	 	True, Accurate and Complete Financial Statements. All
financial statements furnished hereunder shall be true, accurate and complete
in all material respects and shall fairly present in all material respects the
financial condition of such Persons as of the date thereof.






	 	9.5.4	 	Revisions to Schedule 8.5.2. The Borrowers and
Guarantors shall provide from time to time all information as the
Administrative Agent may reasonably request regarding any Subsidiaries listed
on Schedule 8.5.2; provided, however, that, with
respect to proprietary or confidential information that may be requested from
time to time, the confidentiality of any such information shall be maintained
in accordance with the terms of Section 25.






	 	9.6	 	Existence; Conduct of Business.






	 	9.6.1	 	Statutory Trusts. Each of the Borrowers, the
Guarantors and the Pledged Entities, if any, that are organized as statutory
trusts (see Schedule 8.5.1) will (a) do or cause to be done all things
necessary to preserve and keep in full force and effect its existence as a
Delaware statutory trust, (b) preserve and keep in full force all of its rights
and franchises, except where such failure would not have a material adverse
effect on the business, assets or condition, financial or otherwise, of such
Person, and (c) only engage in Permitted Businesses and as contemplated by its
Governing Documents.




 


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	 	9.6.2	 	Corporations. Each of the Borrowers, the Guarantors
and the Pledged Entities, if any, that are organized as corporations (see
Schedule 8.5.1) will (a) do or cause to be done all things necessary to
preserve and keep in full force and effect its existence as a Delaware
corporation, (b) preserve and keep in full force all of its rights and
franchises, except where such failure would not have a material adverse effect
on the respective business, assets or condition, financial or otherwise, of
such Person, and (c) only engage in Permitted Businesses and as contemplated by
its Governing Documents.






	 	9.6.3	 	Limited Liability Companies. Each of the Borrowers,
the Guarantors and the Pledged Entities, if any, that are organized as limited
liability companies (see Schedule 8.5.1) will (a) do or cause to be
done all things necessary to preserve and keep in full force and effect such
Person’s existence as a Delaware limited liability company, (b) preserve and
keep in full force all of such Person’s rights and franchises, except where
such failure would not have a material adverse effect on the business, assets
or condition, financial or otherwise, of such Person, and (c) only engage in
Permitted Businesses and as contemplated by such Person’s Governing Documents.






	 	9.7	 	Insurance. Each of the Borrowers, each of the Guarantors, each of the
Pledged Entities and their respective Subsidiaries shall maintain with respect to its
business operations, and shall cause each of their respective Subsidiaries to maintain,
with financially sound and reputable insurers, insurance with respect to such
properties and its business against such casualties, liabilities and contingencies as
shall be in accordance with the general practices of reasonably prudent businesses
engaged in similar activities in similar geographic areas and in amounts, containing
such terms, in such forms, covering such risks and for such periods as may be
reasonably acceptable to the Administrative Agent. At the Administrative Agent’s
request from time to time, the Borrowers and Guarantors shall provide a comprehensive
or partial list (as requested) of all such policies and true, correct and complete
copies of some or all such policies, as may be requested.






	 	9.8	 	Taxes and Trade Debt. The Borrowers and each Guarantor and Pledged
Entity will, and will cause each of their Subsidiaries to, duly pay and discharge, or
cause to be paid and discharged, before the same shall become overdue, all Taxes
imposed upon it and its real properties, sales and activities, or any part thereof, or
upon the income or profits therefrom, except for those Taxes which any such Person is
contesting in good faith by appropriate proceedings and with respect to which
appropriate reserves have been established and are being maintained in accordance with
GAAP.




 


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	 	9.9	 	Compliance with Laws, Contracts, Licenses, and Permits. Each Borrower,
each Guarantor and each Pledged Entity will, and will cause each of their respective
Subsidiaries to, comply with (a) all applicable legal requirements now or hereafter in
effect wherever its business is conducted, (b) the provisions of its Governing
Documents, and (c) all of its Contractual Obligations (except during any period where
such compliance is not permitted by the terms of this Credit Agreement), except to the
extent the failure to comply with any of the foregoing would not be reasonably
expected to result in a Material Adverse Effect. If at any time while any Obligation
is outstanding, any authorization, consent, permit or license from any Governmental
Authority, or other third party consents, approvals, or notifications, shall become
necessary or required in order that any such Person may fulfill any of its respective
Obligations under any of the Loan Documents, such Person will promptly take or cause
to be taken all reasonable steps within its respective power to obtain such
authorization, consent, permit or license, or other third party consents, and to
provide such notifications, and furnish the Administrative Agent with evidence
thereof.






	 	9.10	 	Indemnification Against Payment of Brokers’ Fees. Each Borrower and
each Guarantor agrees to defend, indemnify and hold harmless the Administrative Agent
and each other Creditor Party from and against any and all liabilities, damages,
penalties, costs, and expenses, relating in any manner to any brokerage or finder’s
fees in respect of the Loans (except as resulting from any arrangements or agreements
made with any broker or finder by the Administrative Agent or another Creditor Party).






	 	9.11	 	Fiscal Year. The fiscal year of each Borrower and each Guarantor (and
each of their Subsidiaries) presently ends on December 31 of each year. If any of the
Borrowers, the Guarantors or their Subsidiaries shall change their fiscal year end,
such Person shall promptly furnish the Administrative Agent with thirty (30) days prior
written notice thereof.






	 	9.12	 	Place for Records; Inspection. The Borrowers, the Guarantors and the
Pledged Entities shall maintain all of their business records at the address specified
in Section 18. Upon reasonable notice and at reasonable times during normal
business hours, the Administrative Agent and, during such time as there is outstanding
any Default, each Lender shall have the right to examine each Borrower’s, each of the
Guarantor’s, and each Pledged Entity’s property and make copies of and abstracts from
each such Person’s books of account, correspondence and other records and to discuss
their respective financial and other affairs with any of their respective senior
officers and any accountants hired by any such Person, it being agreed that the
Administrative Agent and each Lender receiving any such information shall hold such
information in confidence in accordance with the provisions of Section 25. Any
transferee of any portion of the Loans or any holder of a participation interest in the
Loans shall be entitled to deal with such information in the same manner and in
connection with any subsequent transfer of its interest in the Loans or of further
participation interests therein; provided, however, that the
Administrative Agent, or any Lender, transferee, holder or participant shall be bound
by the confidentiality provisions of Section 25.




 


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	 	9.13	 	Replacement Documentation. Upon receipt of an affidavit of an officer
of the Administrative Agent or a Lender as to the loss, theft, destruction or
mutilation of
any Note, or as to any other Loan Document which is not of public record, and, in the
case of any such loss, theft, destruction or mutilation, upon surrender and
cancellation of such Note or other Loan Document, each Borrower and each Guarantor
will promptly issue, in lieu thereof, a replacement Note or other Loan Document which
shall be, as applicable, in the same principal amount thereof and otherwise of like
tenor.






	 	9.14	 	Further Assurances. Each Borrower and each Guarantor will cooperate
with, and will cause each of its Subsidiaries to cooperate with, the Administrative
Agent and execute such further instruments and documents as the Administrative Agent
shall reasonably request to carry out to the Administrative Agent’s reasonable
satisfaction the transactions contemplated by this Credit Agreement and the other Loan
Documents.






	 	9.15	 	Guaranties. Each of the Guarantors shall at all times comply with the
terms and conditions of its respective Guaranty.






	 	9.16	 	Additional Information. Without derogating the Borrowers’ obligations
hereunder, and each Guarantor’s obligations pursuant hereto and to its respective
Guaranties, each Borrower and each Guarantor will promptly supply the Administrative
Agent with such additional information relating to this Credit Agreement and the other
Loan Documents and the performance of the Obligations contemplated hereby and thereby
as the Administrative Agent may hereafter reasonably request from time to time.






	 	9.17	 	Exchange Listing. [Intentionally deleted].






	 	9.18	 	Consolidated EBITDA Covenant; Additional Guarantors and Pledged
Entities.






	 	9.18.1	 	Consolidated EBITDA Covenant. The Borrowers and Guarantors shall
cause the Consolidated EBITDA generated in the aggregate by the Borrowers, the
Guarantors (other than CCC), and the Pledged Entities (excluding Consolidated
EBITDA generated by CFin Holdings) to comprise at least 90% of the Consolidated
EBITDA of CHC on a consolidated basis (excluding Consolidated EBITDA generated
by CFin Holdings) (the “Consolidated EBITDA Covenant”).






	 	9.18.2	 	Additional Guarantors or Pledged Entities. Unless there exists a
Valid Business Impediment, the Borrowers and the Guarantors shall cause
additional Persons which are Subsidiaries of a Borrower or a Guarantor to
become Guarantors from time to time so as to assure compliance with the
Consolidated EBITDA Covenant. In the event that there exists a Valid Business
Impediment to such a Person becoming a Guarantor hereunder, the Borrowers and
the Guarantors shall cause the holders of all the Capital Stock of such Person
to be pledged to the Administrative Agent in order for such Person to become a
Pledged Entity.




 


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	 	9.19	 	EIT Preferred Shares Covenants. EIT shall maintain, with no material
modifications, all covenants applicable to and binding upon EIT Preferred Shares.






	 	9.20	 	Ownership of CCG, Guarantors and Pledged Entities.






(a) Holding Trust shall hold at all times, beneficially and of record, 100% of
the EIT Common Shares and voting control of EIT, on a fully diluted basis, assuming
the conversion of all convertible securities, the granting of all authorized options
and equity awards and the exercise of all options, warrants, subscription rights,
preemptive rights and other similar rights.




(b) Holding Trust and EIT shall not issue any additional Capital Stock or any
rights or instruments convertible into Capital Stock.




(c) CHC shall hold at all times, beneficially and of record, (i) all of the
Capital Stock of CCG, (ii) all of the Capital Stock of Centerline/AC, and (iii) 100%
of the Common Shares of Beneficial Interest of Holding Trust (as defined in the
Governing Documents of Holding Trust).




(d) Centerline/AC shall hold at all times, beneficially and of record, 100% of
the “Common Units” of Centerline Investors (as defined in Centerline Investors’
Governing Documents).




(e) Centerline Investors shall hold at all times, beneficially and of record,
99.99% of the Capital Stock of Centerline REIT Inc.




(f) Centerline REIT Inc. shall hold at all times, beneficially and of record,
all of the Capital Stock of (i) ARCap 2004-RR3 Resecuritization, Inc. and (ii) ARCap
2005-RR5 Resecuritization, Inc.




(g) CCG shall hold at all times, beneficially and of record, (i) all of the
Common Units of CCC (as defined in the Governing Documents of CCC), (ii) 1% of the
Capital Stock of CAHA, (iii) all of the Capital Stock of CMC and CMP, (iv) all of
the Capital Stock of Centerline Finance Corporation, (v) all of the Capital Stock of
Credit Management, (vi) all of the Capital Stock of CM Investor LLC, and (vii) all
of the Capital Stock of Centerline Servicing, Inc.




(h) CCC shall hold at all times, beneficially and of record, 99% of the Capital
Stock of CAHA.




(i) CCG shall maintain at all times direct ownership of at least 30% of the
voting and common equity interests in the Capital Stock of CFin Holdings.




(j) CFin Holdings shall maintain at all times direct ownership of 100% of the
voting and common equity interests in the Capital Stock of CFin.




(k) CAHA shall hold at all times, beneficially and of record, 49% of the
Capital Stock of Centerline Investor LP.




(l) Centerline Holdings LLC shall hold at all times, beneficially and of
record, 51% of Centerline Investor LP, and 100% of Centerline Investor LP II.


 


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	 	9.21	 	Blizzard.






	 	9.21.1	 	Blizzard Covenant. CHC shall, and shall cause any of its
Subsidiaries, to satisfy the Blizzard Covenant.






	 	9.21.2	 	Blizzard Credit Facility. CHC has granted to the Administrative
Agent, for the benefit of the Lenders, a lien and security interest in that
certain promissory note in face amount of $80,000,000.00, payable to CHC,
executed and delivered in connection with the Blizzard Credit Facility (the
“Blizzard Note”). The Borrowers and Guarantors agree that CHC will turn over
any principal payment under the Blizzard Note to the Administrative Agent for
the benefit of the Lenders and will not accept any distribution of property
from Blizzard or any successor in interest to Blizzard in partial or complete
payment of any principal outstanding under the Blizzard Note, unless such
property is simultaneously assigned to or made subject to a lien or security
interest in favor of the Administrative Agent for the benefit of the Lenders.






	 	9.21.3	 	Blizzard Reorganization. In furtherance of the forgoing provisions
of this Section 9.21, the Borrowers and Guarantors shall cause prompt
delivery to the Administrative Agent of any proposal from Blizzard or any
successor in interest to Blizzard for the repayment or extinguishment of the
Blizzard Note or the exchange of the Blizzard Note for any property or interest
including without limitation any interest in any trust or other vehicle created
under a plan that is approved under the provisions of the federal Bankruptcy
Code (11 USC Sections 101 et seq) (the “Bankruptcy Code”) (a “Plan”). The
Borrowers and the Guarantors agree that they will not enter into any agreement
to enter into a Plan or consent to a Plan, without the prior written consent of
the Administrative Agent. The Administrative Agent shall not release its lien
and security interest in the Blizzard Note unless it has approved of a Plan and
is satisfied that all steps have been taken on behalf of the Borrowers, the
Guarantors and Blizzard or any trustee or other fiduciary under a Plan to
assure the Administrative Agent that it will receive an assignment of or lien
on any interest or property being distributed to any Borrower or Guarantor
under any Plan.






	 	9.22	 	Payment of Deferred Fees. Intentionally deleted.
	 
	 	9.23	 	Unfunded Escrow. Intentionally deleted.
	 
	 	9.24	 	Revolving Loan/Term Loan True Up. Intentionally deleted.




 


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	 	9.25	 	Distributions from Subsidiaries. Following the occurrence, and during
the continuation, of any Default, the Borrowers shall cause each of their Subsidiaries
that are not Guarantors to make Distributions of all cash and other assets to the
extent that such Distributions (i) will not cause any such Subsidiary to be in default
of any contractual obligation or legal requirement incurred or undertaken prior to the
date hereof in the ordinary course of business consistent with past practices with
respect to both type and magnitude, and (ii) such cash or assets are not necessary for
such Subsidiary to retain in order to continue operating its business in the ordinary
course consistent with the Budget with respect to both type and magnitude.






	 	9.26	 	Sale of Non-Core Assets. With respect to the assets listed on
Schedule 9.26 (the “Non-Core Assets”) the Borrowers and the Guarantors shall
use their commercially reasonable best efforts to (a) sell or cause to be sold all or
any portion of such Non-Core Assets; (b) collect or cause to be collected all or any
portion of outstanding principal and accrued interest on such Non-Core Assets
consisting of Indebtedness for borrowed money to a debtor that is not a Borrower,
Guarantor or Pledged Entity (a “Non-Core Asset Loan”); or (c) otherwise monetize or
cause to be monetized such Non-Core Assets (without any Borrower, Guarantor, Pledged
Entity or any of their Affiliates incurring any Indebtedness in connection with such
monetization); as soon as practicable after the Closing Date upon terms and conditions
reasonably acceptable to the Required Lenders. The Lenders hereby acknowledge and
agree that any collection of all outstanding principal and accrued interest on a
Non-Core Asset Loan shall be deemed to be upon terms and conditions reasonably
acceptable to the Required Lenders. The Borrowers and Guarantors shall deliver, or
cause to be delivered, to the Administrative Agent all proceeds from any such sale,
collection or monetization, net of reasonable transaction costs and fees to unrelated
third parties, to be applied in accordance with the terms of Section 4.2.3. In
furtherance of the foregoing, the Borrowers and the Guarantors shall be required to
sell or cause to be sold, collect or cause to be collected or monetize or cause to be
monetized Non-Core Assets generating such net proceeds, and shall deliver to the
Administrative Agent such net proceeds, equal to or greater than the following amounts
by the following deadlines: (a) net proceeds equal to at least $1,000,000.00 shall be
delivered to the Administrative Agent from the sale of Non-Core Assets on or before
March 31, 2009, (b) net proceeds equal to at least an additional $1,000,000.00
(aggregating, with proceeds delivered under clause (a) of this Section, $2,000,000)
shall be delivered to the Administrative Agent from the sale of Non-Core Assets on or
before June 30, 2009 (c) net proceeds equal to at least an additional $1,500,000.00
(aggregating, with proceeds delivered under clauses (a) and (b) of this Section,
$3,500,000) shall be delivered to the Administrative Agent from the sale of Non-Core
Assets on or before September 30, 2009, and (d) net proceeds equal to at least an
additional $2,000,000.00 (aggregating, with proceeds delivered under clauses (a), (b)
and (c) of this Section, $5,500,000) shall be delivered to the Administrative Agent
from the sale of Non-Core Assets on or before December 31, 2009.




 


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	 	9.27	 	LIHTC Investments. The Borrowers and Guarantors shall cause all LIHTC
Investments that are made from funds provided by CHC or its Subsidiaries to be made by
Centerline Investor LP. On or before the fifteenth day of each calendar month after
the Closing Date, the Borrowers shall provide to the Administrative
Agent a revised version of Schedule 8.23 which shall describe all LIHTC
Investments currently in place as of the last day of the immediately preceding
calendar month.






	 	9.28	 	Anticipated Cash Flow. The Borrowers and Guarantors have informed the
Administrative Agent and the Lenders that they anticipate receiving in the ordinary
course of business during the period commencing on the Closing Date and ending on July
15, 2009, cash flow from (a) releases of funds from the Bond Stabilization Escrow
Account aggregating in excess of $20,000,000.00, (b) payments of B Bond Cash Flow in
amounts sufficient for at least $7,000,000 to have been applied to pay down the Loans
in accordance with the terms of Section 4.2.4(a). In furtherance of the
foregoing, and in furtherance of the covenant set forth in Section 9.26, on or
before July 15, 2009, the Borrowers and Guarantors hereby covenant and agree that at
least $30,000,000 shall be generated from (i) the sale, collection or monetization of
Non-Core Assets, (ii) the release of funds from the Bond Stabilization Escrow Account,
and (iii) payments of B Bond Cash Flow, so as to cause the then outstanding principal
balance of the Term Loan (and, in turn, the Term Loan Limit) to be less than
$39,000,000 on July 15, 2009. In the event that the outstanding principal balance of
the Term Loan as of July 15, 2009 equals or exceeds $39,000,000, the Borrowers and
Guarantors shall immediately make payment to the Administrative Agent to reduce the
outstanding principal balance of the Term Loan to less than $39,000,000.





10.
NEGATIVE COVENANTS; FINANCIAL COVENANTS.




For so long as this Credit Agreement is in effect, and until such time as all of the Obligations
have been indefeasibly fully paid and performed, unless the Creditor Parties shall otherwise
consent to the extent and in the manner set forth in Section 23, the Borrowers and the
Guarantors shall comply, jointly and severally, with the following covenants:




	 	10.1	 	Liens. The Borrowers and Guarantors shall not create, incur or assume,
and they shall not permit or suffer any Pledged Entity creating, incurring or assuming,
any Lien upon or with respect to any of such Person’s assets, including, without
limitation, any Capital Stock, except (collectively, “Permitted Liens”):






	 	10.1.1	 	Affordable Housing Syndications. Liens on Capital Stock in
Affiliates that own multi-family affordable housing projects granted by such
Persons to secure capital contribution obligations, or Liens granted by such
Affiliates, in the ordinary course of CHC’s Subsidiaries’ multi-family
affordable housing business;






	 	10.1.2	 	Governmental Charges. Liens or charges for current Taxes which are
not delinquent or which remain payable without penalty, or the validity of
which is being contested in good faith by appropriate proceedings upon stay of
execution of the enforcement thereof; provided the obligor with respect
thereto shall have set aside on its books and shall maintain adequate reserves
for their payment in conformity with GAAP;




 


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	 	10.1.3	 	Liens Contemplated Hereby. Liens in favor of the Administrative
Agent, on behalf of the Lenders, pursuant to and as contemplated by the terms
hereof and by the terms of the other Loan Documents;






	 	10.1.4	 	Warehouse Lines. Liens pursuant to any mortgage warehouse line of
credit (provided that (i) no Lien in connection with any mortgage
warehouse line of credit gives rise to any interest in any of the Collateral,
and (ii) underlying mortgage loans made under such warehouse lines shall be
entered into pursuant to unconditional purchase commitments (subject to program
deliverable and other requirements arising in the ordinary course of business
consistent with past practices) from Fannie Mae or Freddie Mac, or other
investors acceptable to the Required Lenders in their reasonable discretion, on
terms and conditions consistent with the mortgage warehouse line of credit
utilized by CMC on the date hereof);






	 	10.1.5	 	Existing Liens. Liens existing on the date hereof and listed on
Schedule 8.3; provided that (i) the property covered thereby is
not changed, (ii) the amount secured or benefited thereby is not increased,
(iii) the direct or any contingent obligor with respect thereto is not changed,
and (iv) any renewal or extension of the obligations secured or benefited
thereby is permitted by Section 10.3;






	 	10.1.6	 	Mechanics Liens, etc. Landlords’, carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s or other like statutory Liens arising in
the ordinary course of business which are not overdue for a period of more than
thirty (30) days or which are being contested in good faith and by appropriate
proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person;






	 	10.1.7	 	Pledges & Deposits. Liens (including pledges and deposits) incurred
in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation, other than any
Lien imposed by ERISA;






	 	10.1.8	 	Bids. Liens (including pledges and deposits) incurred to secure the
performance of bids, trade contracts, tenders, and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of
business;






	 	10.1.9	 	Easements. Easements, rights-of-way, restrictions, reservations,
covenants, conditions, encroachments, other minor defects or irregularities of
title, and other similar encumbrances affecting real property which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the
applicable Person;




 


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	 	10.1.10	 	Judgments. Liens securing judgments for the payment of
money not constituting an Event of Default under Section 11.1.7;






	 	10.1.11	 	Purchase Money. Liens securing Indebtedness that was
permitted under Section 10.3.1(e)of the Original Agreement;
provided that (i) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness and (ii) the
Indebtedness secured thereby does not exceed the cost or fair market value,
whichever is lower, of the property being acquired on the date of
acquisition;






	 	10.1.12	 	Precautionary UCC Financing Statements. The interest
of a lessor under Liens arising from precautionary UCC financing statement
filings regarding leases (other than Indebtedness) entered into by such
Persons in the ordinary course of business;






	 	10.1.13	 	Bankers’ Liens. Liens that are contractual or
statutory set-off rights arising in the ordinary course of business with
financial institutions or bankers’ Liens on deposits of cash in favor of
banks or other depository institutions, solely to the extent incurred in
connection with the maintenance of such deposit accounts in the ordinary
course of business;






	 	10.1.14	 	Licenses. Any interest or title of a licensor, lessor
or sublessor under any license or lease agreement pursuant to which rights
are granted to such Persons;






	 	10.1.15	 	Public Utilities. Deposits or pledges in favor of
public or private utility companies arising in the ordinary course of
business and not out of any extraordinary transaction;






	 	10.1.16	 	Debt Liens. Liens in existence on the Closing Date on
the property of any Borrower, Guarantor or Pledged Entity securing secured
Indebtedness that was permitted pursuant to clauses (f), (j), (k), (l),
(m), (q) or (r) of Section 10.3.1 of the Original Agreement,
solely if and to the extent that Indebtedness so secured was Permitted
Indebtedness under the Original Agreement with respect to the Borrower,
Guarantor or Pledged Entity granting such Lien; and






	 	10.1.17	 	Bond Transaction. Liens of Freddie Mac in connection
with the Bond Transaction.




 


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	 	10.2	 	Negative Pledge and Double Negative Pledge.






	 	10.2.1	 	Negative Pledge. CCG shall not grant, create, or suffer to be
granted or created, any Lien on the Capital Stock directly or indirectly held
by it of CFin Holdings, CMC or CMP.






	 	10.2.2	 	Double Negative Pledge. Other than pursuant to the terms of this
Credit Agreement, in no event shall CCG agree with, or become obligated to, any
other Person to refrain from granting or creating a Lien on the Capital Stock
of CFin Holdings, CMC or CMP.






	 	10.3	 	Indebtedness. The Borrowers and Guarantors shall not incur, assume or
become obligated with respect to, or permit or suffer any Pledged Entity incurring,
assuming or becoming obligated with respect to, directly or indirectly, any
Indebtedness (on a consolidated and individual basis) except the following
(collectively, “Permitted Indebtedness”):






	 	10.3.1	 	Types of Permitted Indebtedness and Persons to whom
they Apply. Set
forth below is a list of each type of Permitted Indebtedness with a listing
regarding which entities may incur, without duplication, the particular type of
Permitted Indebtedness:






(a) Indebtedness existing on the date of this Credit Agreement, listed and
described, but only to the extent so listed and described and only with respect to
the Person disclosed to be liable with respect to each specific Indebtedness, on
Schedule 10.3.1; and, with respect to (i) such Permitted Indebtedness
consisting of equipment leases and (ii) such Permitted Indebtedness of CMC or CMP
pursuant to mortgage warehouse lines of credit, any renewals, extensions or
replacements of such Indebtedness, provided, however, that such
renewals, extensions and replacements shall be on substantially the same terms and
conditions, and shall constitute Permitted Indebtedness of the same Person, as the
Permitted Indebtedness that is then being renewed extended or replaced;




(b) The Borrowers, the Guarantors and the Pledged Entities may incur
Indebtedness for Taxes to the extent that payment thereof shall at the time not be
required to be made in accordance with Section 9.8;




(c) Each of the Borrowers, the Guarantors and the Pledged Entities may incur
Indebtedness, to the extent that such Person has generally incurred such
Indebtedness in the ordinary course of business consistent with past practices, on
open account incurred by any such Person for the purchase price of services,
materials and supplies (not as a result of borrowing) for Working Capital Purposes,
so long as all of such open account Indebtedness shall be promptly paid and
discharged when due or in conformity with customary trade terms and practices,
except for any such open account Indebtedness which is being contested in good faith
by such Person and as to which adequate reserves required by GAAP have been
established and are being maintained and as to which no Lien has been placed on any
property of such Person;


 


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(d) The Borrowers, the Guarantors and the Pledged Entities may incur
Indebtedness consisting of obligations owed by a Borrower, Guarantor or a Pledged
Entity to any of their respective Affiliates; provided, however,
that if any such Affiliate is not a Borrower or a Guarantor, such Indebtedness must
be subordinated to the Obligations in accordance with the Intercompany Subordination
Agreement upon terms and conditions satisfactory to the Administrative Agent (other
than such Indebtedness arising out of tax credit transactions as contemplated by
Section 10.1.1 of the Loan Agreement between or among one or more members of The
Related Companies Group, on the one hand, and the Centerline Group, on the other
hand, entered into in the ordinary course of business upon terms and conditions no
less advantageous to the Centerline Group than would be available on an arm’s length
basis with a Person who is not an Affiliate);




(e) Intentionally deleted;




(f) Intentionally deleted;




(g) Each of the Borrowers and the Guarantors shall be jointly and severally
liable for and may incur the Obligations;




(h) Each of the Borrowers, the Guarantors and the Pledged Entities may incur
Indebtedness consisting of cash management charges, or arising out of ACH services,
in each case incurred in the ordinary course of business consistent with such
entity’s past practices;




(i) Each of CMC and CMP may incur Indebtedness in respect of mortgage warehouse
lines of credit; provided that underlying mortgage loans made under such
warehouse lines shall be entered into pursuant to unconditional purchase commitments
from Fannie Mae or Freddie Mac, or other investors acceptable to the Required
Lenders in their reasonable discretion, on terms and conditions consistent with the
mortgage warehouse line of credit utilized by CMC on the date hereof;




(j) Intentionally deleted;




(k) Intentionally deleted;




(l) Intentionally deleted;




(m) Intentionally deleted;




(n) Intentionally deleted;




(o) Each of CHC, CCG, CAHA, Centerline REIT Inc., Centerline Servicing Inc.,
CFin Holdings, Centerline/AC, CMC, CMP and Centerline Finance Corporation may incur
Indebtedness in respect of workers’ compensation claims;


 


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(p) Intentionally deleted;




(q) Each of Holding Trust, SPV I, SPV II and, to the extent not included as a
Risk-Adjusted Contingent Liability, CHC,may incur Indebtedness in connection with
the Bond Transaction, solely if and to the extent that such Permitted Indebtedness
results from circumstances or events beyond the control of either Borrower or any of
their Subsidiaries causing Risk-Adjusted Contingent Liabilities arising under Bond
Transactions consummated prior to October 31, 2008, to be re-characterized as GAAP
liabilities;




(r) Intentionally deleted;




(s) Each of the Borrowers may incur (i) Risk-Adjusted Contingent Liabilities
solely to the extent that such Risk-Adjusted Contingent Liabilities arising after
the date hereof arise solely out of risk-sharing arrangements with Fannie Mae and
Freddie Mac with respect to mortgage loan originations on multifamily properties
incurred in the ordinary course of business consistent with past practices both in
terms of type and magnitude and as contemplated by Section 19 of Exhibit
1.1D; and (ii) additional Risk-Adjusted Contingent Liabilities which are
included in the full face amount thereof in the definition of Funded Debt solely to
if and to the extent that such Risk-Adjusted Contingent Liabilities existed prior to
October 31, 2008, and the events or circumstances causing such Risk-Adjusted
Contingent Liabilities to be re-characterized so as to be included in the definition
of Funded Debt are beyond the control of either Borrower or any of their
Subsidiaries;




(t) Intentionally deleted;




(u) Intentionally deleted; and




(v) If and to the extent that the accrual by CHC, CCC and Centerline Investors
resulting from the failure to pay Distributions pursuant to Section 10.6
constitutes Indebtedness, such Indebtedness shall constitute Permitted Indebtedness.




	 	10.3.2	 	CHC. CHC may incur, without duplication:






(a) Intentionally deleted;




(b) Indebtedness to Fannie Mae, Freddie Mac, GNMA, FHA or other parties with
whom CHC or its Subsidiaries originate, sell, repurchase or service mortgage loans,
to the extent directly relating to or arising out of such origination, sale,
repurchase, or servicing in the ordinary course of business; and




(c) Indebtedness secured by real property acquired upon foreclosure of
mortgages, to the extent directly related to such real property, not in excess of
the fair market value thereof, and reasonably expected by CHC to be recovered from
the sale or other disposition of the subject real property;


 


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	 	10.3.3	 	The Borrowers. The Borrowers may incur, without duplication:






(a) Intentionally deleted; and




(b) Each of the Borrowers may incur Subordinated Debt.




	 	10.3.4	 	CCG. CCG may incur, without duplication:






(a) Intentionally deleted; and




(b) Intentionally deleted.




	 	10.3.5	 	Centerline Investors. Intentionally deleted.






	 	10.3.6	 	EIT. Intentionally deleted.






	 	10.4	 	Merger; Ownership Interests; Sale of Assets. The Borrowers and
Guarantors shall not, and shall not permit or suffer any of the Pledged Entities to,
with respect to each such Person:






	 	10.4.1	 	Mergers, Consolidations and Asset Sales. Merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate
with it, or sell, transfer, lease or otherwise dispose of (in one transaction
or in a series of transactions) all or substantially all of the assets (whether
now owned or hereafter acquired) of such Person.






	 	10.4.2	 	Other Asset Transfers. effect any sale, disposition, contribution or
other transfer of their respective tangible or intangible assets other than (a)
with the prior written consent of the Required Lenders, sales, dispositions,
contributions or other transfers to other entities included among the
Borrowers, the Guarantors and the Pledged Entities; (b) with the prior written
consent of the Required Lenders, sales generating Collateral Sale Proceeds
applied to prepay the Loans in accordance with the terms of Section
4.2.2; and (c) sales of LIHTC Investments in the ordinary course of
Centerline Investor LP’s business consistent with past practices.





 


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	 	10.5	 	Loans, Guarantees and Investments.






	 	10.5.1	 	Limitations on Loans and Guarantees. The Borrowers and Guarantors
will not make, and will not permit or suffer any of the Pledged Entities
making, any loans, advances or extensions of credit to any Person, or making
any guaranty or surety for any Person, except (a) advances to the Borrowers’,
the Guarantors’, the Pledged Entities’ or their respective Subsidiaries’
employees in the ordinary course of business for reasonable expenses consistent
with the Budget to be incurred by such employees for the benefit of such
advancing Person; and (b) loans made by CAHA to a Person developing a property
entitled to low income housing tax credits in
connection with a LIHTC Investment where such loan is consistent with CAHA’s
past practices of making so-called “pre-development loans,” the proceeds of
any such loans is drawn from funds available under the Revolving Portion,
the aggregate principal balance of all such loans outstanding at any time
does not exceed $500,000, and each such loan is reflected on the Budget; and
(c) Supplemental Loans where the aggregate principal balance of all
Supplemental Loans outstanding at any time does not exceed (i)
$72,800,000.00 in 2009, and (ii) $85,600,000 in 2010. All LIHTC Investments
referenced in clause (b) above shall be made solely with funds borrowed
hereunder that are available to be borrowed as part of the Revolving
Portion. None of the Supplemental Loans referenced in clause (c) above
shall be in connection with (y) any properties associated with any equity
investment, fund or guaranteed fund that has CFin as the provider of either
a direct or back-to-back credit default swap; or (z) any debt with respect
to which CFin is providing any credit enhancement.







	 	10.5.2	 	Further Exception to Limitations on LIHTC Investments.
Notwithstanding any other provision of this Credit Agreement, the parties
hereto (a) acknowledge that as of the Closing Date the aggregate amount
invested by Centerline Investor LP in LIHTC Investments is $29,658,740.00; and
(b) agree that from the Closing Date through the close of business on January
30, 2009 the first $4,658,740.00 of proceeds from any sale of LIHTC Investments
may be used by Centerline Investor LP in order to make additional LIHTC
Investments or by CHC or its Subsidiaries for Working Capital Purposes. After
the close of business on January 30, 2009, all proceeds from the sale of LIHTC
Investments shall be applied to reduce (i) the outstanding principal balance of
the Termed Out Revolver and the Revolving Credit Limit until such time as the
aggregate amount invested by Centerline Investor LP in LIHTC Investments is
reduced to $25,000,000, and (ii), thereafter, the outstanding principal balance
of the Revolving Portion in order to create additional availability under the
Revolving Portion.






	 	10.6	 	Distributions. CCG, the Guarantors and the Pledged Entities shall not
make any Distributions to any Persons other than (a) to a Person that is a Borrower or
a Guarantor; (b) to a Person that is a Pledged Entity provided that such Pledged
Entity, within one Business Day, makes a further Distribution of such amounts to a
Person that is a Borrower or a Guarantor; (c) to a Person that is not a Borrower or a
Guarantor to the extent that such Distributions are (i) limited to an amount not to
exceed $25,000 per year and (ii) made to holders of that certain 12.5% preferred stock
of Centerline REIT Inc., solely as permitted pursuant to the terms of that certain
Amended and Restated Certificate of Incorporation of Centerline REIT Inc., as amended,
as in effect on December 5, 2008; and (d) to the holders of the EIT Preferred Shares or
the holders of any securities into which the EIT Preferred Shares are converted if and
to the extent that such Distributions are made solely out of funds received from
Freddie Mac as contemplated by the Bond Transaction.




 


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	 	10.7	 	Distributions After Default. [Intentionally deleted].






	 	10.8	 	Affiliate Indebtedness. So long as a Default has occurred and is
continuing, no Borrower, Guarantor or Pledged Entity will make any payments to any
Affiliate that is not a Borrower or Guarantor on account of any Indebtedness owed by
such Person to such Affiliate, other than: (a) reimbursements for the payment of
Taxes; (b) payments in order to cover operating expenses incurred in the ordinary
course of business, provided that such expenses are upon terms and conditions no more
favorable to such Affiliate than would be available in an arms-length transaction
between independent parties; and (c) payments to The Related Companies Group on account
of obligations incurred in the ordinary course of business, provided that such expenses
are upon terms and conditions no more favorable to such Affiliate than would be
available in an arms-length transaction between independent parties.






	 	10.9	 	Purchase of Margin Stock. Except with the prior written consent of the
Administrative Agent, the Borrowers and the Guarantors shall not utilize and shall not
permit or suffer any other Person utilizing, any part of the proceeds of the Loans to
purchase or carry any margin stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System) or to extend credit to others for the purpose
of purchasing or carrying any such margin stock.






	 	10.10	 	Transactions with Affiliates. Except as permitted by Section
10.1, or with the prior written consent of the Administrative Agent, the Borrowers
and the Guarantors shall not enter, and shall not permit or suffer the Pledged Entities
entering, into any purchase, sale, lease or other transaction with an Affiliate (other
than the Borrowers, the Guarantors or the Pledged Entities), except in the ordinary
course of business on terms that are no less favorable to the Borrower, Guarantor or
Pledged Entity, as the case may be, than those that might be obtained at the time in a
comparable arm’s-length transaction with any Person who is not an Affiliate.






	 	10.11	 	Amendment to Governing Documents. Except with the prior written
consent of the Administrative Agent, the Borrowers, Guarantors and Pledged Entities
shall not amend or agree with any Person to vary the terms of any of their respective
Governing Documents; provided, however, that any such Person may enter
into such amendments or agreements if such change or amendment does not or will not
adversely affect (a) the liability, risk or rights of any Creditor Party under any of
the Loan Documents or in connection with any of the transactions contemplated hereby or
thereby, or (b) the status of such Person as an entity that would not be substantively
consolidated with any other of the Borrowers, the Guarantors or the Pledged Entities in
the event any of them is the debtor in any bankruptcy proceeding.






	 	10.12	 	Business Lines. The Borrowers and the Guarantors shall not engage,
and shall not permit or suffer any Pledged Entity engaging, in any business lines,
other than their respective lines of business as of the date of this Credit Agreement
and such lines of business reasonably related or ancillary thereto; and such Persons
may also engage in other lines of business relating or ancillary to real estate finance
and
management and asset and fund management (collectively, “Permitted Businesses”).




 


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	 	10.13	 	Competing Businesses. The Borrowers and the Guarantors will not
create, own or operate, and will not permit or suffer any Pledged Entity creating,
owning or operating, any operating business that would compete directly with a business
which CHC or any of its Subsidiaries operates or in which CHC or any of its
Subsidiaries has any interest.






	 	10.14	 	Net Worth. CHC’s Net Worth shall be greater than $100,000,000.00.






	 	10.15	 	Consolidated EBITDA to Fixed Charges Ratio. CHC shall maintain at the
end of each Fiscal Quarter for the four Fiscal Quarter period ending (a) on December
31, 2008 and the last day of each Fiscal Quarter ending thereafter through the Fiscal
Quarter ending on December 31, 2009, a ratio of Consolidated EBITDA to Fixed Charges
equal to or greater than 1.50 to 1.00; and (b) on March 31, 2010, and the last day of
each Fiscal Quarter ending thereafter, a ratio of Consolidated EBITDA to Fixed Charges
equal to or greater than 2.00 to 1.00.






	 	10.16	 	Funded Debt to Consolidated EBITDA Ratio. CHC shall maintain for the
four Fiscal Quarters ending (a) on December 31, 2008 through March 31, 2010, a ratio of
Funded Debt to Consolidated EBITDA equal to or less than 6.00 to 1.00; and (b) on June
30, 2010, and the last day of each Fiscal Quarter ending thereafter, a ratio of Funded
Debt to Consolidated EBITDA equal to or less than 4.00 to 1.00.






	 	10.17	 	Stock Buy-Backs. No Borrower, Guarantor, or Pledged Entity shall
purchase or otherwise acquire for any consideration its Capital Stock during the term
of this Agreement.






	 	10.18	 	Prohibition Against Payment of Deferred Fees. Until such time as all
of the Obligations have been indefeasibly paid in full and no Lender has any further
obligation to advance any Loans hereunder, there shall be no payment made on account of
principal, or any interest, in connection with the Deferred Fees; provided,
however, and provided that there is not then in existence any Default and that
the Deferred Fee Forbearance Agreement is still in full force and effect, the Borrowers
may pay (a) accrued interest on the outstanding principal amount of the Deferred Fees
at a rate not to exceed 11% simple interest per annum, and (b) an amount of the
principal portion of the Deferred Fees not to exceed $500,000 on each of (i) the
Closing Date, (ii) June 30, 2009, (iii) December 31, 2009, (iv) June 30, 2010, and (v)
the Revolver Maturity Date. Notwithstanding the foregoing, the parties hereby
acknowledge that nothing in this Credit Agreement shall restrict, limit, waive or
otherwise change any of the rights and obligations of CHC and Morgan Stanley & Co.
Incorporated under the Deferred Fee Agreement.




 


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	 	10.19	 	Limitations on Operating Expenses, Investments, Capital Expenditures and
Extraordinary Expenses. The Borrowers and the Guarantors shall not make or incur,
and shall cause each of their Subsidiaries to not make or incur, any operating
expenses, investments, capital expenditures or extraordinary expenses that are not
either reflected in the Budget for the applicable time period or otherwise
contemplated by the terms of this Credit Agreement. The parties hereto hereby
expressly acknowledge and agree that the Borrowers and Guarantors can make
expenditures and expenses of a type and magnitude reflected on the Budget without the
consent of the Required Lenders.





11.
DEFAULT.





	 	11.1	 	Events of Default. Each of the following events or circumstances,
unless cured within any applicable grace period set forth or referred to below in this
Section, shall constitute an “Event of Default”:






	 	11.1.1	 	Failure to Pay.






(a) The Borrowers shall fail to pay any principal on any of the Loans as and
when the same shall become due and payable; or




(b) The Borrowers shall fail to pay any interest or any other Obligation under
the Loans within five (5) days of when the same is due and payable;




	 	11.1.2	 	Failure to Perform. Either Borrower or any Guarantor shall: (a) fail
to comply with any of its Negative Covenants and Financial Covenants,
Section 9.18.1 or Section 9.26; (b) fail to comply, within
thirty (30) days after such Person receives notice of such failure from the
Administrative Agent or from any Lender, with any of its other agreements and
covenants contained herein which are not otherwise referenced herein (such
thirty day period to be extended at the discretion of the Administrative Agent
(but not beyond forty-five (45) days) if such failure can be cured, the
Borrowers and Guarantors have promptly commenced and are diligently pursuing a
cure and the Administrative Agent determines that such extension is reasonably
necessary in order to effect such a cure); or (c) fail to comply with any of
its other agreements, covenants, liabilities and obligations contained in any
of the other Loan Documents beyond any applicable notice and grace periods;






	 	11.1.3	 	Breach of Representation or Warranty. Any representation or warranty
of either Borrower or any Guarantor in this Credit Agreement or any of the
other Loan Documents shall have been false or misleading in any material
respect upon the date when made or deemed to have been made or repeated;






	 	11.1.4	 	Failure to Pay Other Indebtedness. Either Borrower, any Guarantor or
any Pledged Entity shall be in default or breach of any recourse or
non-recourse obligations aggregating $10,000,000 or more, and the effect
thereof is (i) to cause an acceleration, mandatory redemption or other required
repurchase of such obligations, or (ii) to permit the holder(s) of such
obligations to accelerate the maturity of any such obligations or
require a redemption or other repurchase of such obligations; or any such
obligations shall be otherwise declared to be due and payable (by
acceleration or otherwise) or required to be prepaid, redeemed or otherwise
repurchased (other than by a regularly scheduled required prepayment) prior
to the stated maturity thereof;




 


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	 	11.1.5	 	Insolvency. Either Borrower, any Guarantor or any Pledged Entity
shall make an assignment for the benefit of creditors, or admit in writing its
inability to pay or generally fail to pay its debts as they mature or become
due, or shall petition or apply for the appointment of a trustee or other
custodian, liquidator or receiver of any such Person or of any substantial part
of any such Person’s assets or shall commence any case or other proceeding
relating to any such Person under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation or similar law of
any jurisdiction, now or hereafter in effect, or shall take any action to
authorize or in furtherance of any of the foregoing, or if any such petition or
application shall be filed or any such case or other proceeding shall be
commenced against any such Person and any such Person shall indicate its
approval thereof, consent thereto or acquiescence therein;






	 	11.1.6	 	Involuntary Proceedings. (i) The filing of any case or other
proceeding against either Borrower, any Guarantor or any Pledged Entity under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction, now or hereafter
in effect and such case or proceeding is not controverted within twenty (20)
days and dismissed within sixty (60) days of its commencement; (ii) a decree or
order is entered appointing a trustee, custodian, liquidator or receiver for
any such Person, or adjudicating any such Person bankrupt or insolvent, or
approving a petition in any such case or other proceeding; or (iii) a decree or
order for relief is entered in respect of any such Person, in an involuntary
case under federal bankruptcy laws as now or hereafter constituted;






	 	11.1.7	 	Judgments. There shall remain in force, undischarged, unsatisfied,
unstayed or unvacated, or not bonded pending appeal, for more than ninety (90)
days, whether or not consecutive, any uninsured final judgment against either
Borrower, any Guarantor or any Pledged Entity that, with other outstanding
uninsured final judgments, undischarged, against such Persons in the aggregate
exceeds in the aggregate $1,000,000.00;






	 	11.1.8	 	Cancellation of Loan Documents. If any of the Loan Documents shall
be canceled, terminated, revoked or rescinded or any action at law, suit or in
equity or other legal proceeding to cancel, revoke or rescind any of the Loan
Documents shall be commenced by or on behalf of either Borrower, any Guarantor
or any Pledged Entity, or any court or any other
governmental or regulatory authority or agency of competent jurisdiction
shall make a determination that, or issue a judgment, order, decree or
ruling to the effect that, any one or more of the Loan Documents is illegal,
invalid or unenforceable in accordance with the terms thereof;




 


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	 	11.1.9	 	ERISA. There occurs one or more ERISA Events that individually or in
the aggregate results in or otherwise is associated with liability of any
Borrower, Guarantor, Pledged Entity or ERISA Affiliate in excess of $1,000,000
annually; provided, however, that it shall be an Event of
Default if there exists, as of any valuation date for a Guaranteed Pension
Plan, or in the aggregate for all Guaranteed Pension Plans (excluding
Guaranteed Pension Plans with assets in excess of benefit liabilities) an
excess of the actuarial present value (determined on the basis of reasonable
assumptions employed by the independent actuary for such plan) of benefit
liabilities (as defined in Section 4001(a)(16) of ERISA) over the fair market
value of the assets of such plan, only if such excess individually or in the
aggregate for all Guaranteed Pension Plans (excluding in such computation any
Guaranteed Pension Plans with assets greater than benefit liabilities) exceeds
$1,000,000 annually.






	 	11.1.10	 	Indictment. Either Borrower, any Guarantor or any
Pledged Entity shall be indicted for a federal crime, a punishment for which
could include the forfeiture of any assets of such Person; or






	 	11.1.11	 	Change in Control. There shall occur a Change in
Control.






	 	11.1.12	 	Deferred Fee Forbearance Agreement. The Deferred Fee
Forbearance Agreement shall be terminated or of no further force or
effect prior to January 1, 2010.






	 	11.1.13	 	Material Adverse Change. There shall have occurred
after the Closing Date any change in or to the assets, liabilities,
financial condition or business operations of either Borrower, any
Guarantor, any Pledged Entity or any of their Subsidiaries, taken as a
whole, which constitutes a Material Adverse Effect.






	 	11.2	 	Remedies Upon Event of Default.






	 	11.2.1	 	Accelerate Debt. The Administrative Agent may, and with the
direction of the Required Lenders shall, declare the Obligations evidenced by
this Credit Agreement and the other Loan Documents immediately due and payable
and such date shall constitute the Revolver Maturity Date and the Term Loan
Maturity Date (provided that in the case of the occurrence of an event set
forth in Sections 11.1.5 and 11.1.6, such acceleration shall be
automatic); and




 


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	 	11.2.2	 	Pursue Remedies. The Administrative Agent may, and with the
direction of the Required Lenders shall, pursue any and all remedies provided
for hereunder, or under any one or more of the other Loan Documents. Except as
expressly contemplated or permitted by the terms of this Credit Agreement, each
Lender may exercise setoff rights as contemplated by, and pursuant to,
Section 12 solely with the consent of the Administrative Agent, but not
otherwise. Further, no Lender in its capacity as such, may proceed to protect
and enforce its rights by suit in equity, action at law or other proceeding,
whether for the specific performance of any covenant or agreement contained in
this Credit Agreement or the other Loan Documents or any instrument pursuant to
which the Obligations to such Lender are evidenced, or otherwise proceed to
enforce the payment thereof or exercise any other legal or equitable right of
such Lender, all such rights being delegated to the Administrative Agent in
accordance with the terms of this Credit Agreement.






	 	11.2.3	 	Power of Attorney. For the purpose of exercising the rights granted
by this Section, as well as any and all other rights and remedies of the
Administrative Agent or the Lenders, each of the Borrowers and each Guarantor
hereby irrevocably constitutes and appoints the Administrative Agent (or any
agent designated by the Administrative Agent) its true and lawful
attorney-in-fact, with full power of substitution, which appointment is coupled
with an intent, exercisable upon and during the continuance of any Event of
Default, to execute, acknowledge and deliver any instruments and to and perform
any acts in the name and on behalf of the Borrowers or any Guarantor.






	 	11.3	 	Written Waivers. If a Default is waived by the Administrative Agent
and/or any other Creditor Party, in accordance with the applicable provisions of
Section 23, in their sole discretion, pursuant to a specific written instrument
executed by an authorized officer of such Persons, respectively, the Default so waived
shall be deemed to have never occurred.






	 	11.4	 	Allocation of Proceeds. If an Event of Default shall have occurred and
be continuing and the Maturity Dates have been accelerated, all payments received by
the Administrative Agent under any of the Loan Documents, in respect of any principal
of or interest on the Obligations or any other amounts payable by the Borrowers
hereunder or thereunder, shall be applied in the following order and priority:





(a) amounts due to the Administrative Agent, in its capacity as such, in respect of fees and
expenses due under Section 14, or otherwise due under this Credit Agreement and the
other Loan Documents;



(b) any amounts due the other Creditor Parties pursuant to the terms of this Credit
Agreement and the other Loan Documents other than principal of or interest on the Loans;



 


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 (c) payments of interest on the Loans to be applied pro rata to each Lender and
proportionately to the aggregate unpaid and accrued interest on the Revolving Loans and the
Term Loan respectively;




 (d) payments of principal of the Revolving Loans and Term Loans to be applied pro rata to
each Lender and proportionately to the aggregate of such unpaid principal and amounts
respectively;



 (e) payments of all other Obligations pro rata to each Creditor Party; and



 (f) any amount remaining after application as provided above, and after all of the
Obligations have been indefeasibly paid in full, shall be paid to either Borrower or
whomever else may be legally entitled thereto.





	 	11.5	 	Performance by the Administrative Agent. If either Borrower or any of
the Guarantors shall fail to perform any covenant, duty or agreement contained in any
of the Loan Documents, the Administrative Agent may perform or attempt to perform such
covenant, duty or agreement on behalf of such Person after the expiration of any cure
or grace periods set forth herein if and to the extent the Administrative Agent
considers in its discretion that such performance is necessary or advisable in order to
protect or preserve the Collateral or in order to protect against a potential Material
Adverse Effect. In such event, such Person shall, at the request of the Administrative
Agent, promptly pay any amount expended by the Administrative Agent in such performance
or attempted performance to the Administrative Agent, together with interest thereon at
the applicable Default Rate from the date of such expenditure until paid.
Notwithstanding the foregoing, the Administrative Agent shall not have any liability or
responsibility whatsoever for the performance of any obligation of such Person under
this Credit Agreement or any other Loan Document in the absence of its gross negligence
or willful misconduct. All amounts expended by the Administrative Agent pursuant to
this Section shall constitute Obligations secured by the Collateral.






	 	11.6	 	Rights Cumulative. The rights and remedies of the Administrative Agent
and the other Creditor Parties under this Credit Agreement and each of the other Loan
Documents shall be cumulative and not exclusive of any rights or remedies which any of
them may otherwise have under Applicable Law. In exercising their respective rights
and remedies the Administrative Agent and the other Creditor Parties may be selective
and no failure or delay by any such Person in exercising any right shall operate as a
waiver thereof, nor shall any single or partial exercise of any power or right preclude
its other or further exercise or the exercise of any other power or right.




 


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12.
SETOFF.




Regardless of the adequacy of any collateral, if any Event of Default shall have occurred and be
continuing, any deposits or other sums credited by or due from the Administrative Agent or any
other Creditor Party to either Borrower or any of the Guarantors and any securities or other
property of either Borrower or any of the Guarantors in the possession of the Administrative Agent
or such other Creditor Party or any of their respective Affiliates may, at any time, solely with
the consent of the Administrative Agent, without demand or notice (any such notice being expressly
waived by the Borrowers and the Guarantors), in whole or in part, be applied to or set off by the
Administrative Agent or such other Creditor Party against the payment of Obligations, now existing
or hereafter arising, of the Borrowers or any of the Guarantors to the Administrative Agent or such
other Creditor Party regardless of the adequacy of any other collateral securing the Loans. The
Administrative Agent and each of the other Creditor Parties agree with and among each other that
(i) if an amount to be set off is to be applied to Indebtedness of the Borrowers or any of the
Guarantors to the Administrative Agent or such other Creditor Party, such amount shall be applied
ratably first to Obligations owed to the Creditor Party exercising such right of set off and pro
rata to any other similarly situated Creditor Parties, and then to the Obligations owed all other
Creditor Parties, including, without limitation, Reimbursement Obligations owed to the Issuing Bank
or all Lenders, and (ii) if the Administrative Agent or such other Creditor Party shall receive
from either Borrower or any Guarantor or any other source, whether by voluntary payment, exercise
of the right of setoff, counterclaim, cross action, enforcement of the claim evidenced by this
Credit Agreement in the name of, or constituting Reimbursement Obligations owed to, the
Administrative Agent or such other Creditor Party by proceedings against a Borrower or a Guarantor
at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or
similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations
owed to the Administrative Agent or such other Creditor Party any amount in excess of its ratable
portion of the payments received by all of the Creditor Parties with respect to the debt evidenced
hereby corresponding to all of the Creditor Parties, such Creditor Party will make such disposition
and arrangements with the other Creditor Parties with respect to such excess, either by way of
distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each
Creditor Party receiving in respect of the debt evidenced hereby in its name or Reimbursement
Obligations owed it, its proportionate payment as contemplated by this Credit Agreement; provided
that if all or any part of such excess payment is thereafter recovered from such Creditor Party,
such disposition and arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT TO EXERCISE
ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO
THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY EXERCISING ANY RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF EITHER BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.


 


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13.
THE ADMINISTRATIVE AGENT.





	 	13.1	 	Authorization.






	 	13.1.1	 	Authorization to Act. The Administrative Agent is authorized to take
such action on behalf of each of the Creditor Parties and to exercise all such
powers as are hereunder and under any of the other Loan Documents and any
related documents delegated to the Administrative Agent, together with such
powers as are reasonably incident thereto, including the
authority, without the necessity of any notice to or further consent of the
Creditor Parties, from time to time to take any action with respect to any
Collateral or the Loan Documents which may be necessary to perfect, maintain
perfected or insure the priority of the security interest in and liens upon
the Collateral granted pursuant to the Loan Documents, and no duties or
responsibilities not expressly assumed herein or therein shall be implied to
have been assumed by the Administrative Agent.






	 	13.1.2	 	Independent Contractor. The relationship between the Administrative
Agent and each of the Creditor Parties is that of an independent contractor.
The use of the term “Administrative Agent” is for convenience only and is used
to describe, as a form of convention, the independent contractual relationship
between the Administrative Agent and each of the Creditor Parties. Nothing
contained in this Credit Agreement nor the other Loan Documents shall be
construed to create an agency, trust or other fiduciary relationship between
the Administrative Agent and any of the Creditor Parties.






	 	13.1.3	 	Representative. As an independent contractor empowered by the
Creditor Parties to exercise certain rights and perform certain duties and
responsibilities hereunder and under the other Loan Documents, the
Administrative Agent is nevertheless a “representative” of the Creditor
Parties, as that term is defined in Article 1 of the Uniform Commercial Code,
for purposes of actions for the benefit of the Creditor Parties and the
Administrative Agent with respect to all collateral security and guaranties
contemplated by the Loan Documents. Such actions include the designation of the
Administrative Agent as “secured party,” “pledgee” or the like on all financing
statements and other documents and instruments, whether recorded or otherwise,
relating to the attachment, perfection, priority or enforcement of any security
interests, pledges, mortgages or deeds of trust in collateral security intended
to secure the payment or performance of any of the Obligations, all for the
benefit of the Creditor Parties and the Administrative Agent.






	 	13.1.4	 	Regarding Collateral. The Administrative Agent is authorized and
directed by the Creditor Parties to consent to any sale or other disposition of
Collateral permitted to be sold or disposed of hereunder, and to release its
liens on such Collateral, and the Administrative Agent is authorized to rely on
a certification from the Borrowers that such sale or disposition is permitted
hereunder.






	 	13.2	 	Employees, Advisors and the Administrative Agent. The Administrative
Agent may exercise its powers and execute its duties by or through employees or agents
and shall be entitled to take, and to rely on, advice of counsel selected by it in the
absence of gross negligence or willful misconduct, concerning all matters pertaining to
its rights and duties under this Credit Agreement and the other Loan Documents. The
Administrative Agent may utilize the services of such Persons as
the Administrative Agent in its sole discretion may reasonably determine, and all
reasonable fees and expenses of any such Persons shall be paid by the Borrowers
pursuant to Section 14.




 


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	 	13.3	 	No Liability. Neither the Administrative Agent (in its capacity as
Administrative Agent) nor any of its Related Parties nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable to any Creditor
Party for any waiver, consent or approval given or any action taken, or omitted to be
taken, in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the Administrative Agent or such
other Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence. Each of the Issuing Bank and the Administrative Agent
shall be fully justified in failing or refusing to take any action under this Credit
Agreement unless it shall first have received such advice or concurrence of the
Required Lenders as they reasonably deem appropriate or it shall first be indemnified
to its reasonable satisfaction by the other Creditor Parties against any and all
liability and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Issuing Bank and the Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Credit Agreement
in accordance with a request of the Required Lenders, and such request and any action
taken or failure to act pursuant thereto shall be binding upon the Creditor Parties and
all future holders of a Commitment or of a Letter of Credit Participation.






	 	13.4	 	No Representations.






	 	13.4.1	 	General. The Administrative Agent shall not be responsible for the
execution or validity or enforceability of this Credit Agreement, the Letters
of Credit, any Notes, any of the other Loan Documents or any instrument at any
time constituting, or intended to constitute, collateral security for any of
the Loan Documents, or for the value of any such collateral security or for the
validity, enforceability, or collectibility of any such amounts owing with
respect to any of the Loan Documents, or for any recitals or statements,
warranties or representations made herein or in any of the other Loan Documents
or in any certificate or instrument hereafter furnished to it by or on behalf
of the Borrowers, the Guarantors or any of their respective Subsidiaries, or be
bound to ascertain or inquire as to the performance or observance of any of the
terms, conditions, covenants or agreements herein or in any instrument at any
time constituting, or intended to constitute, collateral security for any of
the Loan Documents or to inspect any of the properties, books or records of the
Borrowers, the Guarantors or any of their respective Subsidiaries. The
Administrative Agent shall not be bound to ascertain whether any notice,
consent, waiver or request delivered to it by the Borrowers or any Guarantor
shall have been duly authorized or is true, accurate and complete so long as
the Administrative Agent believes in good faith that
any such notice, consent, waiver or request is genuine and has been signed,
sent or made by the proper person. The Administrative Agent has not made nor
does it now make any representations or warranties, express or implied, nor
does it assume any liability to the Creditor Parties, with respect to the
creditworthiness or financial conditions of the Borrowers, any Guarantor or
any of their Subsidiaries. Each Creditor Party acknowledges that it has,
independently and without reliance upon the Administrative Agent or any
other Creditor Party, and based upon such information and documents as it
has deemed appropriate, made its own credit analysis and decision to enter
into this Credit Agreement, the other Loan Documents and the transactions
contemplated hereby.






 


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	 	13.4.2	 	Closing Documentation, Etc. For purposes of determining compliance
with the conditions set forth in Section 7, each Creditor Party that
has executed this Credit Agreement shall be deemed to have consented to,
approved or accepted, or to be satisfied with, each document and matter either
sent, or made available, by the Administrative Agent to such Creditor Party for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to such Creditor
Party.






	 	13.5	 	Payments.






	 	13.5.1	 	Payments to Administrative Agent. A payment by the Borrowers to the
Administrative Agent hereunder or under any of the other Loan Documents for the
account of any Creditor Party shall constitute a payment to such Creditor
Party. The Administrative Agent agrees promptly to distribute to each Creditor
Party such Creditor Party’s pro rata share of payments received by the
Administrative Agent for the account of such Creditor Party except as otherwise
expressly provided herein or in any of the other Loan Documents.






	 	13.5.2	 	Distribution by Administrative Agent. If in the opinion of the
Administrative Agent the distribution of any amount received by it in such
capacity hereunder or under any of the other Loan Documents might expose it to
any liability, it may refrain from making distribution until its right to make
distribution shall have been adjudicated by a court of competent jurisdiction.
If a court of competent jurisdiction shall adjudge that any amount received and
distributed by the Administrative Agent is to be repaid, each Person to whom
any such distribution shall have been made shall either repay to the
Administrative Agent its proportionate share of the amount so adjudged to be
repaid or shall pay over the same in such manner and to such Persons as shall
be determined by such court.




 


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	 	13.5.3	 	Delinquent Lenders. Notwithstanding anything to the contrary
contained in this Credit Agreement or any of the other Loan Documents, any
Lender that fails (i) to make available to the Administrative Agent its pro
rata
share of any Revolving Loan or to pay any Letter of Credit Participation in
accordance with the terms of this Credit Agreement or (ii) to comply with
the provisions of Section 12 with respect to making dispositions and
arrangements with the other Lenders, where such Lender’s share of any
payment received, whether by setoff or otherwise, is in excess of its pro
rata share of such payments due and payable to all of the Lenders, in each
case as, when and to the full extent required by the provisions of this
Credit Agreement, shall be deemed delinquent and shall be deemed a
Delinquent Lender (a “Delinquent Lender”) until such time as such
delinquency is satisfied. A Delinquent Lender shall be deemed to have
assigned any and all payments due to it from the Borrowers, whether on
account of outstanding Loans, Unpaid Reimbursement Obligations, interest,
fees or otherwise, to the remaining applicable non-delinquent Lenders for
application to, and reduction of, their respective pro rata shares of all
outstanding Loans and Unpaid Reimbursement Obligations. The Delinquent
Lender hereby authorizes the Administrative Agent to distribute such
payments to the applicable non-delinquent Lenders in proportion to their
respective pro rata shares of all applicable outstanding Loans and Unpaid
Reimbursement Obligations. A Delinquent Lender shall be deemed to have
satisfied in full a delinquency when and if, as a result of application of
the assigned payments to all applicable outstanding Loans and Unpaid
Reimbursement Obligations of the non-delinquent Lenders, the Lenders’
respective pro rata shares of all outstanding Loans and Unpaid
Reimbursement Obligations have returned to the respective Revolving Loan
Commitment Percentages or Term Loan Commitment Percentages, as the case may
be, of all the Lenders without giving effect to the nonpayment causing such
delinquency.






	 	13.5.4	 	Indemnity. The Lenders ratably agree hereby to indemnify and hold
harmless the Administrative Agent and the Revolving Credit Lenders ratably
agree hereby to indemnify and hold harmless the Issuing Bank, from and against
any and all claims, actions and suits (whether groundless or otherwise),
losses, damages, costs, expenses (including any expenses for which the
Administrative Agent and/or the Issuing Bank have not been reimbursed by the
Borrowers as required by Section 14 and indemnifications pursuant to
Section 15), and liabilities of every nature and character arising out
of or related to this Credit Agreement or any of the other Loan Documents or
the transactions contemplated or evidenced hereby or thereby, or the
Administrative Agent’s or the Issuing Bank’s actions taken hereunder or
thereunder, except to the extent that any of the same shall be paid by or on
behalf of the Borrowers or caused by the Administrative Agent’s or the Issuing
Bank’s willful misconduct or gross negligence.




 


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	 	13.6	 	Administrative Agent as Lender and Issuing Bank. In its individual
capacity, Bank of America shall have the same obligations and the same rights, powers
and privileges in respect to its Commitment and the Loans made by it and as the
purchaser of any Letter of Credit Participation as it would have were it not also the
Administrative Agent or Issuing Bank.






	 	13.7	 	Resignation. The Administrative Agent may resign at any time by giving
sixty (60) days prior written notice thereof to the Creditor Parties and the Borrowers.
Upon any such resignation, the Required Lenders shall have the right to appoint a
successor Administrative Agent. Unless an Event of Default shall have occurred and be
continuing, such successor Administrative Agent shall be acceptable to the Borrowers;
provided that the Borrowers shall not unreasonably withhold, condition or delay
any such acceptance. If no successor Administrative Agent shall have been so appointed
by the Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent’s giving of notice of resignation, then
the retiring Administrative Agent may, on behalf of the Creditor Parties, appoint a
successor Administrative Agent, which shall be a financial institution having a rating
of not less than A by S&P or its equivalent by another nationally recognized rating
agency. Unless an Event of Default shall have occurred and be continuing, such
successor Administrative Agent shall be acceptable to the Borrowers; provided
that the Borrowers shall not unreasonably withhold, condition or delay any such
acceptance. Upon the acceptance of any appointment as Administrative Agent hereunder by
a successor Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring Administrative
Agent’s resignation, the provisions of this Credit Agreement and the other Loan
Documents shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent. Any resignation
by Bank of America, as Administrative Agent pursuant to this Section shall also
constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring
Issuing Bank, and (b) the retiring Issuing Bank shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents, (c) the successor
Issuing Bank shall issue letters of credit in substitution for the Existing Letters of
Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring Issuing Bank to effectively assume the obligations of the
retiring Issuing Bank with respect to the Existing Letters of Credit.






	 	13.8	 	Notification of Defaults. Each Creditor Party hereby agrees that, upon
learning of the existence of a Default, it shall promptly notify the Administrative
Agent thereof, whereupon the Administrative Agent will notify the other Creditor
Parties of such Default. The Administrative Agent hereby agrees that upon receipt of
any notice under this Section it shall promptly notify the other Creditor Parties of
the existence of such Default.




 


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	 	13.9	 	Duties in the Case of Enforcement. In case one or more Events of
Default have occurred and shall be continuing, and whether or not acceleration of the
Obligations and the Maturity Dates shall have occurred, the Administrative Agent may if
it so elects and, shall if (a) so requested by the Required Lenders and (b) the Lenders
have provided to the Administrative Agent such additional indemnities and assurances
against expenses and liabilities as the Administrative Agent may reasonably request,
proceed to enforce the provisions of the Loan Documents authorizing the sale or other
disposition of all or any part of the Collateral and exercise all or any such other
legal and equitable and other rights or remedies as it may have in respect of such
Collateral. The Required Lenders may direct the Administrative Agent in writing as to
the method and the extent of any such sale or other disposition, the Lenders hereby
agreeing to indemnify and hold the Administrative Agent harmless from all liabilities
incurred in respect of all actions taken or omitted in accordance with such directions
(other than with respect to such liabilities arising out of the Administrative Agent’s,
but not the Required Lenders’, gross negligence or willful misconduct);
provided that the Administrative Agent need not comply with any such direction
to the extent that the Administrative Agent reasonably believes the Administrative
Agent’s compliance with such direction to be unlawful or commercially unreasonable in
any applicable jurisdiction.






	 	13.10	 	Administrative Agent May File Proofs of Claim.







	 	 	 	In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial, administrative or like proceeding or any
assignment for the benefit of creditors relative to either Borrower, any Guarantor or any of the
Pledged Entities, the Administrative Agent (irrespective of whether the principal of any Loan or
Reimbursement Obligation shall then be due and payable as herein expressed or by declaration, by
operation of the terms of Section 11.2.1, or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered,
by intervention in such proceeding, under any such assignment or
otherwise:







(a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans or Reimbursement Obligations and
all other Obligations that are owing and unpaid and to file such other documents as
may be necessary or advisable in order to have the claims of the Creditor Parties
and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative Agent and
their respective agents and counsel and all other amounts due the Creditor Parties
and the Administrative Agent under Sections 5.6, 6.1, and
14) allowed in such proceeding or under any such assignment; and




(b) to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same in accordance with the terms of this
Credit Agreement.


 


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Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in
any such proceeding or under any such assignment is hereby authorized by each Creditor Party to
make such payments to the Administrative Agent and, in the event that the Administrative Agent
shall consent to the making of such payments directly to the Creditor Parties, nevertheless to pay
to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 5.6, 6.1, and 14).



Nothing contained herein shall authorize the Administrative Agent to consent to or accept or adopt
on behalf of any Creditor Party any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations owed to such Creditor Party or the rights of any Lender or to authorize
the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding or
under any such assignment.



14.
EXPENSES.




The Borrowers agree to pay (i) the reasonable costs of producing and reproducing this Credit
Agreement, the other Loan Documents and the other agreements and instruments mentioned herein, (ii)
without duplication of any amounts paid by the Borrowers pursuant to Section 6.3, any Taxes
(including any interest and penalties in respect thereto) payable by any of the Creditor Parties
(other than Excluded Taxes) on or with respect to the transactions contemplated by this Credit
Agreement (the Borrowers hereby agreeing to indemnify the Creditor Parties with respect thereto),
(iii) the reasonable fees, expenses and disbursements of the Administrative Agent’s and each
Lender’s counsel or any local counsel to the Administrative Agent incurred in connection with the
preparation, negotiation, execution, delivery, administration or interpretation of the Loan
Documents and other instruments mentioned herein, each closing hereunder, amendments,
modifications, restatements, approvals, consents or waivers hereto or hereunder, and proposed
amendments, modifications, restatements, approvals, consents or waivers hereto or hereunder, (iv)
the reasonable fees, expenses and disbursements of the Administrative Agent incurred by the
Administrative Agent in connection with the preparation and syndication of the Loan Documents and
other instruments mentioned herein, including, without limitation, collateral examination, legal
fees, appraisal expenses and environmental audits, (v) the reasonable fees, expenses and
disbursements of the Administrative Agent incurred by the Administrative Agent in connection with
the administration or interpretation of the Loan Documents and other instruments mentioned herein,
including, without limitation, collateral examination and appraisal expenses, (vi) all reasonable
fees, expenses and disbursements (including without limitation reasonable attorneys’ fees and costs
and reasonable consulting, accounting, appraisal, investment banking and similar professional fees
and charges) incurred by any of the Creditor Parties in connection with (A) the enforcement of or
preservation of rights under any of the Loan Documents against any of the Guarantors, the Borrowers
or any of their respective Subsidiaries or the administration thereof after the occurrence of a
Default, and (B) any litigation, proceeding or dispute whether arising hereunder or otherwise, in
any way related to any Creditor Party’s relationship with any of the Borrowers, the Guarantors, or
any of their respective Subsidiaries, unless such Creditor Party is conclusively determined by a
final order of a court of competent jurisdiction to have breached its obligations hereunder, (vii)
any reasonable and customary fees, costs, expenses and bank charges, including bank charges for
returned checks, incurred by any of the Creditor Parties
or any of their Affiliates in establishing, maintaining or handling of any accounts for the
collection, application or disposition of any of the Collateral, and (viii) all reasonable fees,
expenses and disbursements of the Creditor Parties incurred in connection with UCC searches, and
UCC filings. The Borrowers and the Guarantors authorize the Creditor Parties to debit any account
maintained by either Borrower or a Guarantor, with a Creditor Party or with any of their
Affiliates, in payment of amounts due hereunder. The covenants of this Section shall survive
payment or satisfaction of all other Obligations.


 


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15.
INDEMNIFICATION.




The Borrowers and the Guarantors agree jointly and severally to indemnify and hold harmless the
Creditor Parties together with each of their Affiliates and their Related Parties, from and against
any and all claims, actions and suits whether groundless or otherwise, and from and against any and
all liabilities, losses, damages and expenses of every nature and character arising out of this
Credit Agreement or any of the other Loan Documents or the transactions contemplated hereby
including, without limitation, (i) any actual or proposed use by the Borrowers or any of their
Subsidiaries of the proceeds of any of the Loans or Letters of Credit, (ii) the reversal or
withdrawal of any provisional credits granted by any Creditor Party, or any of their Affiliates
upon the transfer of funds from bank agency or lock box accounts or in connection with the
provisional honoring of checks or other items, (iii) the Borrowers, the Guarantors or any of their
respective Subsidiaries entering into or performing this Credit Agreement or any of the other Loan
Documents, (iv) any actual or alleged infringement of any patent, copyright, trademark, service
mark or similar right of the Borrowers, the Guarantors or any of their respective Subsidiaries, or
(v) with respect to the Borrowers, the Guarantors and their respective Subsidiaries and their
respective properties and assets, the violation of any environmental law, the presence, disposal,
escape, seepage, leakage, spillage, discharge, emission, release or threatened release of any
hazardous substances or any action, suit, proceeding or investigation brought or threatened with
respect to any hazardous substances (including, but not limited to, claims with respect to wrongful
death, personal injury or damage to property), in each case including, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any such event,
circumstances, investigation, litigation or other proceeding, provided, however,
that the Borrowers and Guarantors shall not be liable to the Creditor Parties, any of their
Affiliates or any of their Related Parties for any of the foregoing to the extent that they arise
from such Person’s gross negligence or willful misconduct as determined by final order of a court
of competent jurisdiction. In litigation, or the preparation therefor, the Creditor Parties shall
be entitled to select their own counsel and, in addition to the foregoing indemnity, the Borrowers
and Guarantors agree to pay promptly the reasonable fees and expenses of such counsel. If and to
the extent that the obligations of either Borrower or any Guarantor under this Section are
unenforceable for any reason, the Borrowers and Guarantors hereby jointly and severally agree to
make the maximum contribution to the payment in satisfaction of such obligations which is
permissible under applicable law. The covenants contained in this Section shall survive payment or
satisfaction in full of all other Obligations. Each of the Creditors Parties agree to promptly
notify the Borrowers of any such claim, action, suit, liability, loss, damage or expense after
becoming aware of the same; provided that the failure to provide such notice shall not affect the
Borrowers’ and Guarantors’ obligations under this Section.


 


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16.
SURVIVAL OF COVENANTS, JOINT AND SEVERAL OBLIGATIONS, ETC.





	 	16.1	 	Survival. All covenants, agreements, representations and warranties
made herein, in any of the other Loan Documents or in any documents or other papers
delivered by or on behalf of the Borrowers, the Guarantors or any of their respective
Subsidiaries pursuant hereto shall be deemed to have been relied upon by the Creditor
Parties, notwithstanding any investigation heretofore or hereafter made by any of them,
and shall survive the making of any of the Loans and the issuance,
extension or renewal of any Letters of Credit, as herein contemplated, and shall
continue in full force and effect so long as any Existing Letter of Credit or any
Obligation due under this Credit Agreement or any of the other Loan Documents remains
outstanding or any obligation to make any Loans or any obligation to issue, extend or
renew any Existing Letter of Credit, and for such further time as may be otherwise
expressly specified in this Credit Agreement. All statements contained in any
certificate or other paper delivered to any Creditor Party at any time by or on behalf
of the Borrowers, the Guarantors or any of their respective Subsidiaries pursuant
hereto or in connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrowers, the Guarantors or such Subsidiary
hereunder.






	 	16.2	 	Joint and Several Obligations. All of the Obligations shall be the
individual, as well as the joint and several, obligation, responsibility, commitment
and liability of each of the Borrowers and the Guarantors. Regardless of the payment
in full of the Obligations and termination of all Commitments of the Lenders if, after
the payment in full of the Obligations, any portion of such payments to the
Administrative Agent or any other Creditor Party is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, any other state or federal law,
common law or any equitable cause, then the Obligations and all liens, rights and
remedies therefor or relating thereto shall be reinstated to the extent of such
invalidation, declaration, set aside or repayment, and the Borrowers and the Guarantors
shall continue to be jointly and severally liable for such reinstated Obligations as if
such Obligations had not been paid.






	 	16.3	 	Maximum Amount. Anything contained in this Agreement or the other Loan
Documents to the contrary notwithstanding, the amount of the Obligations payable by
each Borrower under this Agreement or the other Loan Documents shall be the aggregate
amount of the Obligations unless a court of competent jurisdiction adjudicates such
Borrower’s Obligations under this Agreement and the other Loan Documents (or the amount
thereof) to be invalid or unenforceable for any reason (including, without limitation,
because of any applicable state or federal law relating to fraudulent conveyances or
transfers), in which case the amount of the Obligations payable by such Borrower
hereunder or thereunder shall be limited to the maximum amount that could be incurred
by such Borrower without rendering such Borrower’s obligations under this Agreement and
the other Loan Documents invalid or unenforceable under such applicable law.




 


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17.
ASSIGNMENT AND PARTICIPATION.





	 	17.1	 	General Conditions. The provisions of this Credit Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither Borrower nor any of the
Guarantors may assign or otherwise transfer any of their respective rights or
obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (a) to an Eligible Assignee in accordance with the
provisions of Section 17.2, (b) by way of participation in accordance with the
provisions of Section 17.4 or (c) by way of pledge or assignment of a security
interest subject to the restrictions of Section 17.6 (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this
Credit Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in Section 17.4 and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent
and the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Credit Agreement or any of the other Loan Documents.






	 	17.2	 	Assignments. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Credit Agreement
(including all or a portion of its Revolving Loan Commitment or Term Loan Commitment,
and the Loans at the time owing to it); provided that:






	 	17.2.1	 	Minimum Assignments. Any assignment of any Revolving Loan Commitment
shall be for a minimum amount of such Revolving Loan Commitment of $5,000,000;
and any assignment of any Term Loan Commitment shall be for a minimum amount of
such Term Loan Commitment of $1,000,000; provided, however,
that the foregoing minimum amounts shall not apply to any assignment to another
existing Lender or to a Lender’s Affiliate or Approved Fund (provided
further, however, that the aggregate Commitments held by any
particular Lender and its Affiliates and its Approved Funds shall satisfy the
foregoing minimum amounts).






	 	17.2.2	 	Deliverables. The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance substantially
in the form and content of Exhibit 17.2.2 (an “Assignment and
Acceptance”), together with a processing and recordation fee of $3,500, and the
Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an administrative questionnaire in such substance and
form, and providing such information, as the Administrative Agent may require
from time to time, provided, however, that only one such
processing and recordation fee will be charged in connection with the
simultaneous assignment by a single Lender to more than one of its Approved
Funds.




 


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	 	17.2.3	 	Joinder. Subject to acceptance and registering thereof by the
Administrative Agent pursuant to Section 17.3, from and after the
effective date specified in each Assignment and Acceptance, the Eligible
Assignee thereunder shall be a party to this Credit Agreement and, to the
extent of the interest assigned by such Assignment and Acceptance have the
rights and obligations of a Lender under this Credit Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment and Acceptance, be released from its obligations as such
under this Credit Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Person’s rights and obligations
under this Credit Agreement, such Person shall cease to be a party hereto)
but shall continue to be entitled to the benefits of (i) Sections
6.3, 6.8, 6.9 and 6.12 with respect to facts and
circumstances occurring prior to the effective date of such assignment and
(ii) Section 15 notwithstanding such assignment. Any assignment or
transfer by a Lender of rights or obligations under this Credit Agreement
that does not comply with this paragraph shall be treated for purposes of
this Credit Agreement as a sale by such Person of a participation in such
rights and obligations in accordance with Section 17.4.






	 	17.3	 	Register; Accounts. The Administrative Agent will maintain at the
Administrative Agent’s Office a copy of each Assignment and Acceptance delivered to it,
and Schedule 2 as a register for the recordation of the names and addresses of
the Lenders and the Issuing Bank, and the Commitments and Commitment Percentages of
each Lender. The Administrative Agent will also maintain accounts reflecting principal
amounts of the Revolving Loans and Term Loan owing to each Lender pursuant to the terms
hereof from time to time, payments made on such Loans and other appropriate debits and
credits (the “Revolving Loan Account” and the “Term Loan Account,” respectively and,
collectively with Schedule 2, the “Register”). The Administrative Agent may
unilaterally, from time to time, revise the Register so as to update the information
set forth thereon (including, without limitation, as a result of any reductions of
Commitments pursuant to Section 2.5, as well as arising out of the execution
and delivery of any Assignment and Acceptance); and the entries in the Register shall
be conclusive absent manifest error. The Borrowers, the Guarantors, the Administrative
Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded as
a Lender in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.





 


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	 	17.4	 	Participations. Any Lender may at any time, without the consent of, or
notice to, either Borrower, any Guarantor, or any of the other Creditor Parties, sell
participations to any Person (other than a natural person) (each, a “Participant”) in
all or a portion of such Lender’s rights and/or obligations under this Credit Agreement
(including all or a portion of its Commitments and/or the Loans owing to it);
provided that (a) such Lender’s obligations under this Credit Agreement shall
remain unchanged, (b) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (c) the Borrowers, the Guarantors
and the other Creditor Parties shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Credit
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce
this Credit Agreement and to approve any amendment, modification or

waiver of any provision of this Credit Agreement in accordance with the terms of this
Credit Agreement; provided that such agreement or instrument may provide that,
solely as between such Lender and the Participant, such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver that would
reduce the principal of or the interest rate on any Loans, extend the term or increase
the amount of the Commitment of such Lender as it relates to such Participant, reduce
the amount of any Closing Fee, the Unused Facility Fee or Letter of Credit Fees to
which such Participant is entitled or extend any regularly scheduled payment date for
principal or interest. Subject to Section 17.5, the Borrowers and the
Guarantors agree that each Participant shall be entitled to the benefits of
Sections 6.3, 6.8, 6.9 and 6.12 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
Section 17.2. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 12 as though it were a Lender, provided
such Participant agrees to be subject to Section 12 as though it were a
Lender.







	 	17.5	 	Payments to Participants. A Participant shall not be entitled to
receive any greater payment under Sections 6.3, 6.8, 6.9 and
6.12 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant.






	 	17.6	 	Miscellaneous Assignment Provisions. A Lender may at any time grant a
security interest in all or any portion of its rights under this Credit Agreement to
secure obligations of such Lender, including without limitation (a) any pledge or
assignment to secure obligations to any of the twelve Federal Reserve Banks organized
under Section 4 of the Federal Reserve Act, 12 U.S.C. §341 and (b) with respect to any
Lender that is a Fund, to any lender or any trustee for, or any other representative
of, holders of obligations owed or securities issued by such Fund as security for such
obligations or securities or any institutional custodian for such Fund or for such
lender; provided that no such grant shall release such Lender from any of its
obligations hereunder, provide any voting rights hereunder to the secured party
thereof, substitute any such secured party for such Lender as a party hereto or affect
any rights or obligations of either Borrower, any Guarantor, the Administrative Agent
or the Issuing Bank hereunder.





 


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	 	17.7	 	Assignee or Participant Affiliated with CHC. If any assignee Lender is
an Affiliate of either Borrower or any of the Guarantors, then any such assignee Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of agreeing to
amendments or other modifications to any of the Loan Documents or for purposes of
making requests or giving directions to the Administrative Agent pursuant to
Section 11.2.1 or Section 23, and the determination of the Required
Lenders shall for all purposes of this Credit Agreement and the other Loan Documents be
made without regard to such assignee Lender’s interest in any of the Loans or
Reimbursement Obligations. If any Lender sells a participating interest in any of the
Loans or Reimbursement Obligations to a Participant, and such Participant is an
Affiliate of either Borrower or any of the Guarantors, then such
transferor Lender shall promptly notify the Administrative Agent of the sale of such
participation. A transferor Lender shall have no right to vote as a Lender hereunder
or under any of the other Loan Documents for purposes of granting consents or waivers
or for purposes of agreeing to amendments or modifications to any of the Loan
Documents or for purposes of making requests to the Administrative Agent pursuant to
Section 11.2.1 or Section 23 to the extent that such participation is
beneficially owned by either Borrower or any of the Guarantors or any of their
respective Affiliates, and the determination of the Required Lenders shall for all
purposes of this Credit Agreement and the other Loan Documents be made without regard
to the interest of such transferor Lender in the Loans or Reimbursement Obligations to
the extent of such participation.








	 	17.8	 	Recordation in Register. Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with a copy of any Note
subject to such assignment, the Administrative Agent shall (a) record the information
contained therein in the Register, and (b) give prompt notice thereof to the Borrowers
and the other Creditor Parties by issuance of an updated Schedule 2.





18.
NOTICES, ETC.




Except as otherwise expressly provided in this Credit Agreement, all notices and other
communications made or required to be given pursuant to this Credit Agreement shall be in writing
and shall be (i) delivered in hand, (ii) mailed by United States registered or certified first
class mail, postage prepaid, (iii) sent by overnight courier, or (iv) sent by telegraph, telecopy,
facsimile, email or telex and confirmed by delivery via courier or postal service, addressed as
follows:



if to either Borrower or any of the Guarantors, c/o CHC at 625 Madison Avenue, New York, NY 10022
Attention: Robert L. Levy, Chief Financial Officer, facsimile no. 212-593-5796, email
rlevy@centerline.com, or at such other United States address for notice as the Borrowers shall last
have furnished in writing to the Person giving the notice; with a copy to Paul, Hastings, Janofsky
& Walker LLP, 75 E. 55th Street, New York, New York 10022, Attention: Leslie A. Plaskon,
Esq., facsimile no. 212-319-4090, email: leslieplaskon@paulhastings.com;



if to the Administrative Agent, at One Federal Street, Mail Code: MA5-503-04-16, Boston, MA 02110,
USA, Attention: John F. Simon, Senior Vice President, facsimile no. 617-346-4670, email:
John.F.Simon@bankofamerica.com, with a copy to Binh Truong, Relationship Administrator, Bank of
America, N.A., One Federal Street, Mail Code: MA5-503-04-16, Boston, MA 02110, USA e-mail:
binh.kim.truong@bankofamerica.com, or such other address for notice as the Administrative Agent
shall last have furnished in writing to the Person giving the notice; and



if to the Issuing Bank or any Lender, at the Issuing Bank’s or such Lender’s address for its
Domestic Lending Office set forth on Schedule 2 hereto, or such other address for notice as
such Creditor Party shall have last furnished in writing to the Person giving the notice.


 


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Any such notice or demand shall be deemed to have been duly given or made and to have become
effective (i) if delivered by hand, overnight courier, email or facsimile to a responsible officer
of the party to which it is directed, at the time of the receipt thereof by such officer or the
sending of such email or facsimile and (ii) if sent by registered or certified first-class mail,
postage prepaid, on the third Business Day following the mailing thereof.



19. GOVERNING LAW; JURISDICTION; VENUE.




THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER
LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW BUT INCLUDING AND GIVING EFFECT TO SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO AGREES THAT ANY SUIT
FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN
THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, THE STATE OF NEW YORK, OR ANY FEDERAL COURT
SITTING THEREIN, AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH PARTY BY MAIL AT THE ADDRESS SPECIFIED IN SECTION
18. EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.



20.
HEADINGS.




The captions in this Credit Agreement are for convenience of reference only and shall not define or
limit the provisions hereof.



21.
COUNTERPARTS.




This Credit Agreement and any amendment, modification or restatement hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which when executed and
delivered shall be an original, and all of which together shall constitute one instrument. In
proving this Credit Agreement it shall not be necessary to produce or account for more than one
such counterpart signed by the party against whom enforcement is sought. Delivery by facsimile or
by other electronic method of transmission by any of the parties hereto of an executed counterpart
hereof or of any amendment, waiver or restatement hereto shall be as effective as an original
executed counterpart hereof or of such amendment, waiver or restatement and shall be considered a
representation that an original executed counterpart hereof or such amendment, waiver or
restatement as the case may be, will be delivered.


 


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22. ENTIRE AGREEMENT, ETC.





	 	22.1	 	Entire Agreement. The Loan Documents are intended by the parties as
the final, complete and exclusive statement of the transactions evidenced by the Loan
Documents. All prior or contemporaneous promises, agreements and understandings,
whether oral or written, are deemed to be superseded by the Loan Documents, and no
party is relying on any promise, agreement or understanding not set forth in the Loan
Documents.






	 	22.2	 	Additional Guarantors and Pledged Entities. The Administrative Agent
may unilaterally, from time to time, revise Schedule 1A so as to reflect the
addition or removal of Persons from the definition of Guarantors and Pledged Entities.
The Schedule 1A provided by the Administrative Agent from time to time shall be
conclusively presumed to be true, accurate correct, and binding upon all of the parties
hereto, in the absence of manifest error.





23. CONSENTS, AMENDMENTS, WAIVERS, ETC.





	 	23.1	 	General Rule. Any consent or approval required or permitted by this
Credit Agreement to be given by all of the Lenders may be given, and any term of this
Credit Agreement, the other Loan Documents or any other instrument related hereto or
mentioned herein may be amended, and the performance or observance by either Borrower,
any of the Guarantors or any of their respective Subsidiaries of any terms of this
Credit Agreement, the other Loan Documents or such other instrument or the continuance
of any Default may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the
Required Lenders. Notwithstanding the foregoing, no consent, approval, amendment,
modification or waiver shall:






	 	23.1.1	 	Affected Lenders. Without the written consent of each Borrower, each
Guarantor and each Lender directly affected thereby:






(a) reduce or forgive the principal amount of any Loans or Reimbursement
Obligations, or reduce the rate of interest on the Loans or the amount of the
Closing Fees, the Unused Facility Fee or Letter of Credit Fees (other than interest
accruing pursuant to Section 6.13 following the effective date of any waiver
by the Required Lenders of the Event of Default relating thereto);




(b) increase the amount of the Total Commitment or any Lender’s Revolving Loan
Commitment or Term Loan Commitment (except upon an assignment in accordance with the
terms of Section 17) or extend the expiration date of the Total Commitment
or any Lender’s Revolving Loan Commitment or Term Loan Commitment;




 


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(c) postpone or extend either the Revolver Maturity Date or the Term Loan
Maturity Date or any other regularly scheduled dates, or the date set forth in the
last sentence of Section 9.28, for payments of principal of, or interest on,
any portion of the Loans or Reimbursement Obligations or any fees or other amounts

payable to such Lender or waive any Event of Default relating thereto (it being
understood that (i) a waiver of the application of the Default Rate, (ii) any vote
to accelerate or to rescind any acceleration made pursuant to Section 11.2.1
of amounts owing with respect to the Loans and other Obligations and (iii) any
modifications of the provisions relating to amounts or timing of prepayments of
Loans and other Obligations shall require only the approval of the Required
Lenders);




(d) release the Borrowers from any Obligations consisting of principal,
interest, fees, reimbursement obligations, expenses, or indemnities, release all or
substantially all of the Collateral or release all or substantially all of the
Guarantors from their guaranty obligations under the Guaranties (excluding, if
either Borrower, any Guarantor or any of their Subsidiaries becomes a debtor under
the Bankruptcy Code, the release of “cash collateral,” as defined in Section 363(a)
of the Bankruptcy Code pursuant to a cash collateral stipulation with the debtor
approved by the Required Lenders);




(e) amend the provisions of Sections 4.2.3 and 4.2.4 with respect to
the requirement thereunder that the outstanding principal amount of the Term Loan
will be paid prior to repayment of the outstanding principal amount of the Revolving
Loans; or




(f) amend any provision of this Credit Agreement calling for the pro rata
application of funds to any Creditor Parties;




	 	23.1.2	 	All Lenders. Without the written consent of all of the Lenders, (a)
amend or waive this Section or the definition of Required Lenders, (b) permit
an assignment of any rights hereunder by either Borrower, (c) amend or waive
Section 11.4;






	 	23.1.3	 	Administrative Agent and Issuing Bank. Without the written consent
of the Administrative Agent, and, to the extent affected thereby, the Issuing
Bank, amend or waive Section 2.4, Section 5 or Section
13, the amount or time of payment of the Administrative Agent’s Fee or any
Letter of Credit Fees payable for the Administrative Agent’s or the Issuing
Bank’s account or any other provision applicable to the Administrative Agent or
the Issuing Bank; or






	 	23.1.4	 	Upon Change in Administrative Agent or Issuing Bank. In the event of
any change in the Person acting as the Administrative Agent or the Issuing Bank
hereunder, without the written consent of the Person formerly acting as such,
amend or waive any provision of this Credit Agreement accruing to the benefit
of such Person in respect of all actions taken or omitted to be taken by either
of them prior to such change.




 


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	 	23.2	 	Waivers. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No course of dealing or delay
or omission
on the part of the Administrative Agent, the Issuing Bank or any Lender in exercising
any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No
notice to or demand upon the Borrowers or any Guarantor shall entitle such Person to
other or further notice or demand in similar or other circumstances.






	 	23.3	 	Reasonable Cooperation by Creditor Parties. If and to the extent that
the written consent of the Required Lenders, all of the Lenders or the Issuing Bank,
respectively, is required to take any of the actions contemplated by this Section, and
the Administrative Agent has given such consent, none of the other Creditor Parties
entitled to give or withhold their consent shall unreasonably withhold, condition or
delay its decision regarding the giving of any such consent.






	 	23.4	 	Amendments Requiring Freddie Mac’s Consent. Intentionally deleted.





24.
SEVERABILITY.




The provisions of this Credit Agreement are severable and if any one clause or provision hereof
shall be held invalid or unenforceable in whole or in part in any jurisdiction under particular
circumstances, then such invalidity or unenforceability shall affect only such clause or provision,
or part thereof, in such jurisdiction and under such circumstances, and shall not in any manner
affect such clause or provision in any other jurisdiction or other circumstances, or any other
clause or provision of this Credit Agreement in any jurisdiction. The parties agree that they will
negotiate in good faith to replace any provision hereof so held invalid or unenforceable with a
valid provision which is as similar as possible to the invalid or unenforceable provision.



25.
CONFIDENTIALITY.





	 	25.1	 	Confidentiality. During such period as any of the Loans remain
outstanding and are not then due and payable and any of the Commitments remain in
effect, and for six months thereafter (and twelve months with respect to proprietary
information of CFin disclosed hereunder), each of the Creditor Parties agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective Related Parties in connection with this Credit Agreement and the
transactions contemplated hereby (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party hereto,
(e) to the extent required to exercise any remedies hereunder or under any other Loan
Document or to take any action or proceeding relating to this Credit Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or participant in, or any prospective assignee of or participant
in, any of its rights or obligations under this Credit Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to either Borrower or a Guarantor and their respective Obligations, (g) with
the consent of CHC or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes available
to any Creditor Party or any of their respective Affiliates on a nonconfidential basis
from a source other than either Borrower or a Guarantor.




 


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	 	25.2	 	Definition of Information. For purposes of this Section, “Information”
means all confidential information received from either Borrower or any Guarantor
relating to either Borrower, any Guarantor or any Pledged Entity or any of their
respective businesses, other than any such information that is available to any
Creditor Party or an Affiliate of such Creditor Party on a nonconfidential basis prior
to disclosure by either Borrower, any Guarantor or any Pledged Entity, or subsequently
becomes available on such basis. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with
its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information.






	 	25.3	 	Compliance Standard. Each of the Creditor Parties acknowledges that
(a) the Information may include material non-public information concerning the
Borrowers, the Guarantors, and their Subsidiaries, as the case may be, (b) it has
developed compliance procedures regarding the use of material non-public information
and (c) it will handle such material non-public information in accordance with
applicable law, including federal and state securities laws. To the extent practicable
and possible in compliance with applicable law, regulation, proceeding or court order,
each of the Creditor Parties shall, prior to disclosure thereof, notify the Borrowers
of any request for disclosure of any such non-public information by any governmental
agency or representative thereof (other than any such request in connection with an
examination of the financial condition of such Creditor Party by such governmental
agency) or pursuant to legal process.






	 	25.4	 	Intralinks and Public Lenders. The Borrowers and the Guarantors hereby
acknowledge that (a) the Administrative Agent will make available to the other Creditor
Parties materials and/or information provided by or on behalf of the Borrowers and the
Guarantors hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the “Platform”) and (b)
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrowers or their
securities) (each, a “Public Lender”). The Borrowers and the Guarantors hereby agree
that (w) all Borrower Materials that are to be made available to Public Lenders shall
be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the
word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” the Borrowers and the Guarantors shall be deemed to have
authorized the Creditor Parties to treat such Borrower Materials as not containing any
material non-public information with respect to the Borrowers and the Guarantors or
their securities for purposes of United States Federal and state securities laws
(provided,
however, that to the extent such Borrower Materials constitute Information,
they shall be treated as set forth in this Section); (y) all Borrower Materials marked
“PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Investor”; and (z) the Administrative Agent shall be entitled to
treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.”




 


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26.
USA PATRIOT ACT.




Each Creditor Party hereby notifies the Borrowers that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is
required to obtain, verify and record information that identifies each Borrower, which information
includes the name and address of the Borrowers and other information that will allow such Creditor
Party to identify the Borrowers in accordance with the Act.



27.
NO ADVISORY OR FIDUCIARY RESPONSIBILITY.




In connection with all aspects of each transaction contemplated hereby, the Borrowers and the
Guarantors acknowledge and agree, and acknowledge the understanding of each Person included in the
Centerline Group, that: (i) the Loans provided for hereunder and any related arranging or other
services in connection therewith (including in connection with any amendment, waiver, restatement
or other modification hereof or of any other Loan Document) are an arm’s-length commercial
transaction between the Borrowers, the Guarantors and their respective Affiliates, on the one hand,
and the Administrative Agent, on the other hand, and the Borrowers and the Guarantors are each
capable of evaluating and understanding and understand and accept the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents (including any amendment,
waiver, restatement or other modification hereof or thereof); (ii) in connection with the process
leading to such transaction, the Administrative Agent is and has been acting solely as a principal
and is not the agent, fiduciary, or financial advisor for the Borrowers, the Guarantors or any of
their respective stockholders, creditors or employees, any other Person in the Centerline Group or
any other Person; (iii) the Administrative Agent has not assumed or will not assume an agency,
fiduciary, or advisory responsibility in favor of the Borrowers or any Guarantor, or any other
Person in the Centerline Group, with respect to any of the transactions contemplated hereby or the
process leading thereto, including with respect to any amendment, restatement, waiver or other
modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent
has advised or is currently advising either Borrower, any Guarantor or any other Person in the
Centerline Group on other matters) and the Administrative Agent has no obligation to either
Borrower, any Guarantor or any other Person in the Centerline Group with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the
other Loan Documents; (iv) the Administrative Agent and its Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the Borrowers, the
Guarantors or other Persons in the Centerline Group, and the Administrative Agent has no obligation
to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and
(v) the Administrative Agent has not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated hereby (including any
amendment, waiver, restatement or other modification hereof or of any other Loan Document) and the
Borrowers and the Guarantors have
consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed
appropriate. Each of the Borrowers and the Guarantors hereby waives and releases, to the fullest
extent permitted by law, any claims that it may have against the Administrative Agent with respect
to any breach or alleged breach of agency or fiduciary duty.


 


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28.
DESIGNATION OF PERMITTED LIENS.




The designation of a Lien as a Permitted Lien is not, and shall not be deemed to be, an
acknowledgment by any Creditor Party to any Person that the Lien shall have priority over any Lien
of the Administrative Agent granted in any Loan Document for the benefit of the other Creditor
Parties.



29.
WAIVER OF JURY TRIAL.




EACH PARTY HERETO MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM BASED HEREON ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER
OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER
RELATING TO THE ADMINISTRATION OF THE LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS, ARISING UNDER
CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LAW OR AT EQUITY, AND AGREES THAT IT WILL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED. Except as prohibited by law, each party hereto hereby waives any right it may have to claim
or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive
or consequential damages or any damages other than, or in addition to, actual damages. Each
Borrower and each Guarantor (i) certifies that no representative, agent or attorney of any Creditor
Party has represented, expressly or otherwise, that such Creditor Party would not, in the event of
litigation, seek to enforce the foregoing waivers and (ii) acknowledges that this waiver
constitutes a material inducement for the Creditor Parties to execute this Credit Agreement and
make the Loans and issue Letters of Credit.




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109









 







IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be executed by their
authorized officers all as of the day and year first above written.




	 	 	 	 	 	 	 	 	 
	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE HOLDING COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc D. Schnitzer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc D. Schnitzer	 	 
	 

	 	 	 	Title:
	 	President & Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE CAPITAL GROUP INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc D. Schnitzer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc D. Schnitzer	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE INVESTOR LP LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Andrew J. Weil	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Andrew J. Weil	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE INVESTOR LP II LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Andrew J. Weil	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Andrew J. Weil	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE CAPITAL COMPANY LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc D. Schnitzer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc D. Schnitzer	 	 
	 

	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE AFFORDABLE HOUSING ADVISORS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc D. Schnitzer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc D. Schnitzer	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






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	 	 	CENTERLINE/AC INVESTORS LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc D. Schnitzer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc D. Schnitzer	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE HOLDING TRUST	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc D. Schnitzer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc D. Schnitzer	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE INVESTORS I LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc D. Schnitzer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc D. Schnitzer	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE REIT INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Bryan Carr	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Bryan Carr	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE SERVICING INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Bryan Carr	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Bryan Carr	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CENTERLINE FINANCE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Bryan Carr	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Bryan Carr	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 






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	 	 	CENTERLINE CREDIT MANAGEMENT LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Nicholas A.C. Mumford	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Nicholas A.C. Mumford	 	 
	 

	 	 	 	Title:
	 	Executive Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CM INVESTOR LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Marc D. Schnitzer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Marc D. Schnitzer	 	 
	 

	 	 	 	Title:
	 	Chief Executive Officer	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	AGENTS, ADMINISTRATIVE AGENT AND LENDERS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as the Administrative Agent, 

as the Issuing Bank and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/John F. Simon	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John F. Simon	 	 
	 

	 	 	 	Title:
	 	SVP