A
STATUTORY TRUST UNDER THE LAWS OF THE STATE OF DELAWARE AND (B) THAT IT WILL NOT
DISSOLVE OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, AND
WILL NOT CONSOLIDATE WITH OR MERGE INTO ANY PERSON OR PERMIT ANY PERSON TO
CONSOLIDATE WITH OR MERGE INTO IT.
18.
THIS AGREEMENT MAY BE SIMULTANEOUSLY
EXECUTED IN MULTIPLE COUNTERPARTS, ALL OF WHICH SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT AND EACH OF WHICH SHALL BE, AND SHALL BE DEEMED TO BE, AN
ORIGINAL.
19.
AGREEMENT PROVIDER AND OBLIGEE EACH (A) AGREES
NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS
AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS AGREEMENT PROVIDER AND
OBLIGEE THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY
JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR
IN THE FUTURE.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY
EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL
COUNSEL.
20.
THIS AGREEMENT AND ALL LIABILITY OF THE
AGREEMENT PROVIDER HEREUNDER SHALL TERMINATE UPON (I) TERMINATION PURSUANT TO
SECTION 2.1(C) OF THE STABILIZATION AGREEMENT OF THE STABILIZATION GUARANTOR'S
OBLIGATIONS TO MAKE STABILIZATION ESCROW REQUIRED ADDITIONAL DEPOSITS AND
(II) PAYMENT OF ANY UNPAID SHORTFALL FEE OUTSTANDING AS OF THE DATE OF
TERMINATION IN CLAUSE (I).
[Signatures follow]
6
IN WITNESS WHEREOF, Agreement Provider and Obligee have signed and delivered
this Agreement or have caused this Agreement to be signed by their duly
authorized representatives.
AGREEMENT PROVIDER:
CENTERLINE HOLDING COMPANY
By: Centerline Affordable Housing Advisors,
LLC, its Manager
By:
/s/ Marc D. Schnitzer
Marc D. Schnitzer
President
[SIGNATURE PAGE TO OSPREY TEBS PARENT LIMITED SUPPORT AGREEMENT]
OBLIGEE:
FEDERAL HOME LOAN MORTGAGE
CORPORATION
By:
/s/ W. Kimball Griffith
W. Kimball Griffith
Vice President, Multifamily Affordable
Housing Production & Investments
[SIGNATURE PAGE TO OSPREY TEBS PARENT LIMITED SUPPORT AGREEMENT]