Waiver and Other Agreements Sample Contracts

CENTERLINE HOLDING COMPANY New York, NY 10007 January 11, 2013
Waiver and Other Agreements • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware

Reference is made to: (i) that certain letter regarding the exchange of shares of Centerline Holding Company (the “Company”), dated February 26, 2010, by and between Wells Fargo Bank, N.A. (the “Wells Bank Holder”) and the Company, a copy of which is attached hereto as Exhibit A (the “Wells Bank Letter”); (ii) that certain letter regarding the exchange of shares of Centerline Holding Company (the “Company”), dated February 26, 2010, by and between Wells Fargo Fargo Community Development Corporation (the “Wells CDC Holder” and, together with the Wells Bank Holder, the “Holders”) and the Company, a copy of which is attached hereto as Exhibit B (the “Wells CDC Letter”); and (iii) that certain Lock-Up Agreement, dated February 26, 2010, by and among the Company, the Wells Bank Holder and the Wells CDC Holder, a copy of which is attached hereto as Exhibit C (the “Lock-Up Agreement”). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Wells B

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CENTERLINE HOLDING COMPANY New York, NY 10007 December 31, 2012
Waiver and Other Agreements • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware

Reference is made to that certain letter regarding the exchange of shares of Centerline Holding Company (the “Company”), dated February 26, 2010, by and among each of the entities listed on Schedule I (collectively, the “Holders” and each, a “Holder”) and the Company, a copy of which is attached hereto as Exhibit A (the “Letter”). Reference is also made to that certain Lock-Up Agreement, dated February 26, 2010, by and among the Company, certain of the Holders, Merrill Lynch Community Development Company, L.L.C., and Bank of America, N.A., as successor by merger to Merrill Lynch Bank & Trust Co., FSB, a copy of which is attached hereto as Exhibit B (the “Lock-Up Agreement”). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Letter.

CENTERLINE HOLDING COMPANY
Waiver and Other Agreements • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware

Reference is made to that certain redemption agreement regarding the exchange of shares of Centerline Holding Company, a Delaware statutory trust (the “Company”), dated November 7, 2011, by and between Manufactures and Traders Trust Company, a New York chartered banking corporation (the “Holder”) and the Company, a copy of which is attached hereto as Exhibit A (the “Redemption Agreement”). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Redemption Agreement.

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