Exhibit 10.6
EXECUTION
[Osprey TEBS]
LIMITED SUPPORT AGREEMENT
This Limited Support Agreement (as amended, modified or supplemented from time
to time, this "Agreement") is entered into as of December 1, 2007, between
CENTERLINE GUARANTOR LLC, a limited liability company organized and existing
under the laws of the State of Delaware (together with its successor and
permitted assigns, ("Agreement Provider"), and FEDERAL HOME LOAN MORTGAGE
CORPORATION a shareholder-owned, government-sponsored enterprise organized and
existing under the laws of the United States, as obligee under the Reimbursement
Agreement (together with any successor obligee under said Reimbursement
Agreement and their respective successors and assigns, the "Obligee").
RECITALS
A.
PURSUANT TO THE BOND EXCHANGE AND SALE
AGREEMENT DATED AS OF THE DATE HEREOF (THE "BOND EXCHANGE AGREEMENT") AMONG
OBLIGEE, THE TRANSFERORS NAMED THEREIN AND THE CENTERLINE SPONSOR 2007-1
SECURITIZATION, LLC, A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE (TOGETHER WITH ITS SUCCESSORS AND PERMITTED
ASSIGNS, THE "SPONSOR"), THE BONDS THEREIN DESCRIBED ARE BEING EXCHANGED FOR THE
CLASS A CERTIFICATES AND THE CLASS B CERTIFICATES THEREIN DESCRIBED (THE LATTER
BEING PLEDGED BACK TO OBLIGEE PURSUANT TO THE REIMBURSEMENT, PLEDGE AND SECURITY
AGREEMENT DATED AS OF THE DATE HEREOF BETWEEN OBLIGEE AND THE SPONSOR (AS THE
SAME MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE
"REIMBURSEMENT AGREEMENT", TO SECURE THE SPONSOR'S OBLIGATIONS THEREUNDER).
PURSUANT TO THE REIMBURSEMENT AGREEMENT AND EACH SERIES CERTIFICATE AGREEMENT
(AS THEREIN DEFINED), OBLIGEE HAS AGREED TO PROVIDE ITS CREDIT ENHANCEMENT (AS
THEREIN DEFINED) AND LIQUIDITY SUPPORT FOR THE CLASS A CERTIFICATES ON THE TERMS
PROVIDED THEREIN.
B.
SPONSOR IS AN AFFILIATE OF THE AGREEMENT
PROVIDER.
C.
IT IS A CONDITION PRECEDENT TO OBLIGEE'S
OBLIGATION TO PROVIDE THE CREDIT ENHANCEMENT AND LIQUIDITY SUPPORT THAT
AGREEMENT PROVIDER SHALL HAVE ENTERED INTO THIS AGREEMENT TO GUARANTEE CERTAIN
OBLIGATIONS OF THE SPONSOR TO OBLIGEE.
NOW, THEREFORE, in order to induce Obligee to provide its Credit Enhancement and
liquidity support, and in consideration of the Recitals, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby Agreement Provider and Obligee hereby agree
as follows:
1.
"OBLIGATIONS" AND OTHER CAPITALIZED
TERMS USED BUT NOT DEFINED IN THIS AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED TO
THEM IN THE REIMBURSEMENT AGREEMENT.
2.
THE FOLLOWING TERMS SHALL HAVE THE
RESPECTIVE MEANINGS SET FORTH BELOW FOR PURPOSES OF THIS AGREEMENT:
1
(A)
"NET WORTH" MEANS, AT ANY DATE, THE
TANGIBLE ASSETS OF A PERSON WHICH (AFTER DEDUCTING DEPRECIATION, OBSOLESCENCE,
AMORTIZATION, AND ANY VALUATION OR OTHER RESERVES ON ACCOUNT OF UPWARD
REVALUATION OF ASSETS AND WITHOUT REDUCTION FOR ANY UNAMORTIZED DEBT DISCOUNT OR
EXPENSE) WOULD BE SHOWN, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, ON ITS BALANCE SHEET, MINUS LIABILITIES (OTHER THAN CAPITAL STOCK
AND SURPLUS BUT INCLUDING ALL RESERVES FOR CONTINGENCIES AND OTHER POTENTIAL
LIABILITIES) WHICH WOULD BE SHOWN, IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, ON SUCH BALANCE SHEET.
(B)
"PERSON" MEANS ANY INDIVIDUAL, PARTNERSHIP,
CORPORATION, ASSOCIATION, JOINT VENTURE, TRUST (INCLUDING