AGGREGATE $350,000,000 AND (II) ADDITIONAL
RISK-ADJUSTED CONTINGENT LIABILITIES WHICH ARE INCLUDED IN THE FULL FACE AMOUNT
THEREOF IN THE DEFINITION OF FUNDED DEBT;
(T)
EACH OF THE BORROWERS AND CENTERLINE REIT INC. MAY INCUR
INDEBTEDNESS PURSUANT TO DERIVATIVE AGREEMENTS IN THE ORDINARY COURSE OF
BUSINESS AND NOT FOR SPECULATION; AND
(U)
CFIN HOLDINGS MAY INCUR INDEBTEDNESS PURSUANT TO BACK-UP YIELD
GUARANTIES IN CONNECTION WITH YIELD GUARANTEED LOW INCOME HOUSING TAX CREDIT
INVESTMENT FUNDS IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICES.
10.3.2
CHC.
CHC MAY INCUR, WITHOUT DUPLICATION:
(A)
INDEBTEDNESS INCURRED IN THE ORDINARY COURSE OF BUSINESS SIMILAR
TO CHC'S EXISTING SECURITIZATION PROGRAMS, OR ANY SIMILAR SECURED FINANCING
PROGRAM, OR OTHER SECURITIZATION PROGRAMS UPON TERMS AND CONDITIONS CONSISTENT
WITH THE MARKET FOR SUCH PROGRAMS, BUT NOT INCURRED THROUGH THE BORROWING OF
MONEY;
(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;
(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;
10.3.3
THE BORROWERS.
THE BORROWERS MAY INCUR, WITHOUT DUPLICATION:
(A)
EACH OF THE BORROWERS MAY INCUR SENIOR UNSECURED INDEBTEDNESS NOT
TO EXCEED $125,000,000 IN AGGREGATE PRINCIPAL FACE AMOUNT; AND
(B)
EACH OF THE BORROWERS MAY INCUR SUBORDINATED DEBT.
10.3.4
CCG.
CCG MAY INCUR, WITHOUT DUPLICATION:
(A)
INDEBTEDNESS ARISING OUT OF PREFERRED OR STRUCTURED DEBT OR EQUITY
WHICH SHALL BE SUBORDINATED TO THE LOANS UPON TERMS AND CONDITIONS SATISFACTORY
TO THE ADMINISTRATIVE AGENT; AND
75
(B)
INDEBTEDNESS ARISING OUT OF COUNTERPARTY-TYPE EXPOSURE RELATING TO
GUARANTEED TAX CREDIT FUNDS.
10.3.5
CENTERLINE INVESTORS.
EACH OF CENTERLINE INVESTORS AND ITS
SUBSIDIARIES, WITHOUT DUPLICATION, MAY INCUR NON-RECOURSE REPURCHASE
ARRANGEMENTS, IN EACH CASE ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICES.
10.3.6
EIT.
EIT MAY INCUR INDEBTEDNESS TO THE EXTENT PERMITTED UNDER
SECTION 9.19.
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, EXCEPT THAT, PROVIDED THAT THERE IS
NOT THEN IN EXISTENCE ANY EVENT OF DEFAULT AND NO EVENT OF DEFAULT WILL OCCUR AS
A RESULT OF SUCH A TRANSACTION, ANY OF THE BORROWERS, THE GUARANTORS OR THE
PLEDGED ENTITIES MAY ENTER INTO A MERGER OR CONSOLIDATION IN WHICH SUCH