IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE,
HABITUAL RESIDENCE OR OTHERWISE.
16.
NET WORTH.
AS OF THE DATE OF THIS
AGREEMENT, THE AGREEMENT PROVIDER REPRESENTS AND WARRANTS TO OBLIGEE THAT IT HAS
A NET WORTH EQUAL TO AT LEAST $20,000,000 AND, DURING THE TERM OF THIS
AGREEMENT, AGREEMENT PROVIDER SHALL AT ALL TIMES MAINTAIN A NET WORTH EQUAL TO
AT LEAST $20,000,000.
17.
MAINTENANCE OF EXISTENCE.
DURING THE TERM
OF THE REIMBURSEMENT AGREEMENT, THE AGREEMENT PROVIDER AGREES (A) TO MAINTAIN
ITS EXISTENCE AS A LIMITED LIABILITY COMPANY 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.
MULTIPLE COUNTERPARTS.
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.
[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 GUARANTOR LLC
By:
/s/ Marc D. Schnitzer
Marc D. Schnitzer
Executive Vice President
[SIGNATURE PAGE TO OSPREY TEBS 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 LIMITED SUPPORT AGREEMENT]