Exhibit 10.9
EXECUTION
[Osprey TEBS]
STABILIZATION LIMITED SUPPORT AGREEMENT
(Centerline Holding Company)
This Stabilization Limited Support Agreement (as amended, modified or
supplemented from time to time, this "Agreement") is entered into as of
December 1, 2007, between CENTERLINE HOLDING COMPANY, a statutory trust
organized and existing under the laws of the State of Delaware (together with
its successor and permitted assigns "Agreement Provider"), and FEDERAL HOME LOAN
MORTGAGE CORPORATION a shareholder-owned, government-sponsored enterprise
organized and existing under the laws of the United States (together with its
successors and assigns, the "Obligee").
RECITALS
A.
PURSUANT TO THE BOND EXCHANGE AND SALE
AGREEMENT DATED AS OF THE DATE HEREOF (THE "BOND EXCHANGE AGREEMENT") AMONG
OBLIGEE, THE TRANSFERORS NAMED THEREIN AND THE CENTERLINE SPONSOR 2007-1
SECURITIZATION, LLC, A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE (TOGETHER WITH ITS SUCCESSORS AND PERMITTED
ASSIGNS, THE "SPONSOR"), THE BONDS THEREIN DESCRIBED ARE BEING EXCHANGED FOR THE
CLASS A CERTIFICATES AND THE CLASS B CERTIFICATES THEREIN DESCRIBED (THE LATTER
BEING PLEDGED BACK TO OBLIGEE PURSUANT TO THE REIMBURSEMENT, PLEDGE AND SECURITY
AGREEMENT DATED AS OF THE DATE HEREOF BETWEEN OBLIGEE AND THE SPONSOR (AS THE
SAME MAY BE AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE
"REIMBURSEMENT AGREEMENT", TO SECURE THE SPONSOR'S OBLIGATIONS THEREUNDER).
PURSUANT TO THE REIMBURSEMENT AGREEMENT AND EACH SERIES CERTIFICATE AGREEMENT
(AS THEREIN DEFINED), OBLIGEE HAS AGREED TO PROVIDE ITS CREDIT ENHANCEMENT (AS
THEREIN DEFINED) AND LIQUIDITY SUPPORT FOR THE CLASS A CERTIFICATES ON THE TERMS
PROVIDED THEREIN.
B.
PURSUANT TO THE STABILIZATION GUARANTY,
ESCROW AND SECURITY AGREEMENT DATED AS OF THE DATE HEREOF (AS THE SAME MAY BE
AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE "STABILIZATION
AGREEMENT") BETWEEN OBLIGEE AND CENTERLINE STABILIZATION 2007-1 SECURITIZATION,
LLC ("STABILIZATION GUARANTOR"), STABILIZATION GUARANTOR HAS AGREED TO MAKE
CERTAIN PAYMENTS DESCRIBED THEREIN.
C.
SPONSOR IS AN AFFILIATE OF THE AGREEMENT
PROVIDER AND OF THE STABILIZATION GUARANTOR.
D.
IT IS A CONDITION PRECEDENT TO OBLIGEE'S
OBLIGATION TO PROVIDE THE CREDIT ENHANCEMENT AND LIQUIDITY SUPPORT AND TO
OBLIGEE'S ENTERING INTO THE STABILIZATION AGREEMENT THAT AGREEMENT PROVIDER
SHALL HAVE ENTERED INTO THIS AGREEMENT TO GUARANTEE CERTAIN OBLIGATIONS OF THE
STABILIZATION GUARANTOR TO OBLIGEE.
NOW, THEREFORE, in order to induce Obligee to provide its Credit Enhancement and
liquidity support and to enter into the Stabilization Agreement, and in
consideration of the Recitals, and other valuable consideration, the receipt and
sufficiency of which are hereby
1
acknowledged, and intending to be legally bound hereby Agreement Provider and
Obligee hereby agree as follows:
1.
"OBLIGATIONS" SHALL MEAN ALL OF THE
STABILIZATION GUARANTOR'S OBLIGATIONS UNDER THE STABILIZATION AGREEMENT.
2.
THE FOLLOWING TERMS SHALL HAVE THE
RESPECTIVE MEANINGS SET FORTH BELOW FOR PURPOSES OF THIS AGREEMENT:
(A)
"CAPITAL STOCK" MEANS ANY AND ALL SHARES,
INTERESTS, PARTICIPATIONS OR OTHER EQUIVALENTS, PREFERRED OR COMMON (HOWEVER
DESIGNATED) OF CAPITAL STOCK OF A CORPORATION, ANY AND ALL EQUIVALENT OWNERSHIP
INTERESTS IN A PERSON (OTHER THAN A CORPORATION) AND ANY AND ALL WARRANTS,
RIGHTS OR OPTIONS TO PURCHASE ANY OF