DUE IN WRITING BY THE
TAXING AUTHORITY OF ANY JURISDICTION, AND SUCH PERSONS KNOW OF NO BASIS FOR ANY
SUCH CLAIM.
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
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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.
AFTER THE REPAYMENT OF THE REPAYMENT
OBLIGATIONS, AND TAKING INTO ACCOUNT THE OBLIGATIONS HEREUNDER, EACH OF THE
BORROWERS, THE GUARANTORS, THE PLEDGED ENTITIES AND THEIR RESPECTIVE
SUBSIDIARIES ARE INDIVIDUALLY, AND ON A CONSOLIDATED BASIS, SOLVENT.
8.17
NO MATERIAL CHANGE; NO DEFAULT.
THERE HAS BEEN NO
(I) MATERIAL ADVERSE EFFECT, OR