BY ANY SUCH PERSON FOR THE PURCHASE PRICE OF SERVICES,
MATERIALS AND SUPPLIES (NOT AS A RESULT OF BORROWING), 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;
72
(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 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);
(E)
EACH OF CHC, CCG, CAHA, CENTERLINE REIT INC., CENTERLINE SERVICING
INC., CFIN HOLDINGS, CENTERLINE/AC, CMC AND CMP MAY INCUR INDEBTEDNESS IN
RESPECT OF CAPITAL LEASES AND PURCHASE MONEY OBLIGATIONS FOR FIXED OR CAPITAL
ASSETS WITHIN THE LIMITATIONS SET FORTH IN SECTION 10.1.12; PROVIDED, HOWEVER,
THAT THE AGGREGATE AMOUNT OF ALL SUCH INDEBTEDNESS AT ANY ONE TIME OUTSTANDING
SHALL NOT EXCEED $5,000,000;
(F)
EACH OF THE BORROWERS, CENTERLINE INVESTOR LP, CENTERLINE
INVESTOR LP II, CENTERLINE REIT INC., CENTERLINE FINANCE CORPORATION, CENTERLINE
CLO LTD. 2007-1 (IN THE EVENT THAT SUCH PERSON BECOMES A GUARANTOR OR A PLEDGED
ENTITY PURSUANT TO SECTION 9.18.2), AND HOLDING TRUST MAY INCUR INDEBTEDNESS ON
A NON-RECOURSE BASIS (I.E. WHERE THE CREDITOR HAS RECOURSE AGAINST THE DEBTOR
ONLY TO THE EXTENT OF AND WITH RESPECT TO SPECIFIC ASSETS FINANCED BY SUCH
INDEBTEDNESS, AND ON ACCOUNT OF FRAUD AND OTHER ENUMERATED BAD ACTS);
(G)
EACH OF THE BORROWERS, THE GUARANTORS AND THE PLEDGED ENTITIES
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