Common use of Other Side Letters Clause in Contracts

Other Side Letters. The Company hereby agrees to provide to the Holders copies of all side letters or similar agreements (the “Other Agreements”) with other holders of Existing CRA Preferred Shares and the 11% Preferred Shares (collectively, “Existing Preferred Shares”) and will extend to each Holder, at its request, benefits and accommodations (the “Additional Benefits”) no less favorable (the “MFN”) than those extended to any other holder of Existing Preferred Shares (the “Other Holders”); provided, however, that no Holder shall be entitled to the MFN with respect to Additional Benefits requested by any Other Holder if (i) such Additional Benefits would give such Holder an unfair windfall or advantage because such Holder is combining benefits awarded to different Other Holders (and, if applicable, to such Holder pursuant to this Agreement) in Other Agreements with respect to the same category of benefits, but in such event the Company will give such Holder the opportunity to elect which benefit it will receive; or (ii) such Additional Benefits were given to the Other Holder to reflect legal requirements to which such Other Holder is subject if such legal requirements are not applicable to such Holder. No further action shall be required for these terms to become effective. Very truly yours, CENTERLINE HOLDING COMPANY By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President & CEO BANK OF AMERICA, N.A. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President TO MBNA AMERICA (DELAWARE), N.A. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President TO MBNA AMERICA BANK, N.A. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President COMPANY, L.L.C., AS SUCCESSOR IN INTEREST TO M▇▇▇▇▇▇ L▇▇▇▇, BANK & TRUST CO., F.S.B. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President COMPANY, L.L.C. By: /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: FVP P▇▇▇, ▇▇▇▇▇▇▇▇, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP, AS ESCROW AGENT By: /s/ M▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: M▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Partner Bank of America, N.A. Bank of America, N.A., successor by merger to MBNA America (Delaware), N.A. FIA Card Services, N.A., successor by merger to MBNA America Bank, N.A. Bank of America, N.A., successor by merger to M▇▇▇▇▇▇ L▇▇▇▇ Bank & Trust co., FSB, as successor in interest to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇, Inc. M▇▇▇▇▇▇ L▇▇▇▇ Community Development Company, L.L.C., as successor in interest to M▇▇▇▇▇▇ Lynch, P▇▇▇▇▇, F▇▇▇▇▇ & S▇▇▇▇, Inc. Entities Listed on Schedule I c/o Bank of America M▇▇▇▇▇▇ L▇▇▇▇ 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: M▇. ▇▇▇▇▇▇▇ ▇. Solomon Senior Vice President Re: Centerline Holding Company Shares — Lock-Up Agreement Dear M▇▇▇▇▇▇: This letter agreement (this “Agreement”) is being delivered to you in connection with the restructuring of Centerline Holding Company (the “Company”) and its subsidiaries pursuant to which the Company will enter into (i) a purchase and sale agreement, by and among Island C-III Capital Partners LLC (“Newco”), on the one hand, and the Company and certain of its subsidiaries, on the other hand, resulting in the acquisition by Newco of the Company’s assets comprising the former ARCap Investors LLC business, certain other assets of the Company and newly issued Special Series A Shares representing an approximately twenty percent (20%) fully diluted ownership interest in the Company, for an aggregate purchase price equal to (a) approximately $50,000,000 in cash and (b) the assumption of approximately $60,000,000 of the Company’s senior secured debt obligations (the “Island Sale”) and (ii) various agreements with certain of its lenders, creditors and claimants to restructure certain of its other outstanding debt obligations and a management agreement with an affiliate of Newco pursuant to which such affiliate will provide executive management services to the Company (the “Restructuring”, and together with the Island Sale, the “Transaction”). The effective date of the Island Sale is hereinafter referred to as the “Transaction Closing Date”. As a condition to consummating the Transaction, the Company must enter into certain protective measures to prevent the Company from experiencing an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). If such an “ownership change” were to occur, the ability of certain corporate subsidiaries of the Company to use net operating losses and certain other tax attributes (collectively, the Company group’s “NOLs”) for federal income tax purposes could be substantially limited or lost altogether. The Company views its subsidiaries’ NOLs as a valuable asset of the Company, which is likely to inure to the benefit of the Company and its shareholders, and the Company believes that it is in the best interests of the Company and its shareholders to take measures to preserve such NOLs. The ability of the Company and its subsidiaries to preserve its NOLs is also a valuable benefit to each existing shareholder of the Company, who thereby also benefit from this Agreement. In connection therewith, the Company must enter into that certain Tax Benefit Preservation Plan effective as of the Transaction Closing Date(the “NOL Preservation Plan”), substantially in the form attached hereto as Exhibit A. As a further protective measure, the Company must enter into “lock-up agreements” with certain holders (the “Existing Holders” and each an “Existing Holder”) of shares of beneficial interest in the Company, options or warrants to acquire such shares in the Company and securities convertible into such shares, and any shares of the Company into which such shares are convertible or exchangeable into (collectively, the “Shares”), each of which, together with its Affiliates and Associates owns four and three-quarters percent (4.75%) or more of the Shares outstanding as of the Transaction Closing Date, or in certain circumstances, convertible or exercisable into Shares, together with any Affiliates and Associates of such holder. For the purposes of this Agreement, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date of the NOL Preservation Plan, and to the extent not included within the foregoing clause, shall also include, with respect to any Existing Holder, any other person or entity (other than an Exempt Person (as defined in the NOL Preservation Plan) or an Existing Holder) whose Shares would be deemed constructively owned by such person or entity for the purposes of Section 382 of the Code and Treasury Regulations promulgated thereunder; provided, however, that (i) a person or entity shall not be deemed to be the Affiliate or Associate of another person or entity solely because either or both persons or entities are or were directors of the Company and (ii) no Exempt Person shall be considered an Affiliate or Associate of the Company or any of the Company’s subsidiaries. The entities listed on Schedule I are Existing Holders. In consideration of the value of the Company’s NOLs to the Existing Holders and the Company’s adoption of the NOL Preservation Plan, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Existing Holders, intending to be legally bound, hereby agrees as follows:

Other Side Letters. The Company hereby agrees to provide to the Holders copies of all side letters or similar agreements (the “Other Agreements”) with other holders of Existing CRA Preferred Shares and the 11% Preferred Shares (collectively, “Existing Preferred Shares”) and will extend to each Holder, at its request, benefits and accommodations (the “Additional Benefits”) no less favorable (the “MFN”) than those extended to any other holder of Existing Preferred Shares (the “Other Holders”); provided, however, that no Holder shall be entitled to the MFN with respect to Additional Benefits requested by any Other Holder if (i) such Additional Benefits would give such Holder an unfair windfall or advantage because such Holder is combining benefits awarded to different Other Holders (and, if applicable, to such Holder pursuant to this Agreement) in Other Agreements with respect to the same category of benefits, but in such event the Company will give such Holder the opportunity to elect which benefit it will receive; or (ii) such Additional Benefits were given to the Other Holder to reflect legal requirements to which such Other Holder is subject if such legal requirements are not applicable to such Holder. No further action shall be required for these terms to become effective. Very truly yours, CENTERLINE HOLDING COMPANY By: /s/ M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: President & CEO BANK OF AMERICA, N.A. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO MBNA AMERICA (DELAWARE), N.A. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President FIA CARD SERVICES, N.A., SUCCESSOR BY MERGER TO MBNA AMERICA BANK, N.A. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President M▇▇▇▇▇▇ L▇▇▇▇ COMMUNITY DEVELOPMENT COMPANY, L.L.C., AS SUCCESSOR IN INTEREST TO M▇▇▇▇▇▇ L▇▇▇▇, BANK & TRUST CO., F.S.B. By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President COMPANY, L.L.C. By: /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: FVP P▇▇▇PAUL, ▇▇▇▇▇▇▇▇HASTINGS, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP, AS ESCROW AGENT By: /s/ M▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: M▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Partner Bank of America, N.A. Bank of America, N.A., successor by merger to MBNA America (Delaware), N.A. FIA Card Services, N.A., successor by merger to MBNA America Bank, N.A. Bank of America, N.A., successor by merger to M▇▇▇▇▇▇ L▇▇▇▇ Bank & Trust co., FSB, as successor in interest to M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇, Inc. M▇▇▇▇▇▇ L▇▇▇▇ Community Development Company, L.L.C., as successor in interest to M▇▇▇▇▇▇ Lynch, P▇▇▇▇▇Pierce, F▇▇▇▇▇ & S▇▇▇▇, Inc. Entities Listed on Schedule I c/o Bank of America M▇▇▇▇▇▇ L▇▇▇▇ 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇World Financial C▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: M▇. ▇▇▇▇▇▇▇ ▇. Solomon Senior Vice President Re: Centerline Holding Company Shares — Lock-Up Agreement Dear M▇▇▇▇▇▇: This letter agreement (this “Agreement”) is being delivered to you in connection with the restructuring of Centerline Holding Company (the “Company”) and its subsidiaries pursuant to which the Company will enter into (i) a purchase and sale agreement, by and among Island C-III Capital Partners LLC (“Newco”), on the one hand, and the Company and certain of its subsidiaries, on the other hand, resulting in the acquisition by Newco of the Company’s assets comprising the former ARCap Investors LLC business, certain other assets of the Company and newly issued Special Series A Shares representing an approximately twenty percent (20%) fully diluted ownership interest in the Company, for an aggregate purchase price equal to (a) approximately $50,000,000 in cash and (b) the assumption of approximately $60,000,000 of the Company’s senior secured debt obligations (the “Island Sale”) and (ii) various agreements with certain of its lenders, creditors and claimants to restructure certain of its other outstanding debt obligations and a management agreement with an affiliate of Newco pursuant to which such affiliate will provide executive management services to the Company (the “Restructuring”, and together with the Island Sale, the “Transaction”). The effective date of the Island Sale is hereinafter referred to as the “Transaction Closing Date”. As a condition to consummating the Transaction, the Company must enter into certain protective measures to prevent the Company from experiencing an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). If such an “ownership change” were to occur, the ability of certain corporate subsidiaries of the Company to use net operating losses and certain other tax attributes (collectively, the Company group’s “NOLs”) for federal income tax purposes could be substantially limited or lost altogether. The Company views its subsidiaries’ NOLs as a valuable asset of the Company, which is likely to inure to the benefit of the Company and its shareholders, and the Company believes that it is in the best interests of the Company and its shareholders to take measures to preserve such NOLs. The ability of the Company and its subsidiaries to preserve its NOLs is also a valuable benefit to each existing shareholder of the Company, who thereby also benefit from this Agreement. In connection therewith, the Company must enter into that certain Tax Benefit Preservation Plan effective as of the Transaction Closing Date(the “NOL Preservation Plan”), substantially in the form attached hereto as Exhibit A. As a further protective measure, the Company must enter into “lock-up agreements” with certain holders (the “Existing Holders” and each an “Existing Holder”) of shares of beneficial interest in the Company, options or warrants to acquire such shares in the Company and securities convertible into such shares, and any shares of the Company into which such shares are convertible or exchangeable into (collectively, the “Shares”), each of which, together with its Affiliates and Associates owns four and three-quarters percent (4.75%) or more of the Shares outstanding as of the Transaction Closing Date, or in certain circumstances, convertible or exercisable into Shares, together with any Affiliates and Associates of such holder. For the purposes of this Agreement, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date of the NOL Preservation Plan, and to the extent not included within the foregoing clause, shall also include, with respect to any Existing Holder, any other person or entity (other than an Exempt Person (as defined in the NOL Preservation Plan) or an Existing Holder) whose Shares would be deemed constructively owned by such person or entity for the purposes of Section 382 of the Code and Treasury Regulations promulgated thereunder; provided, however, that (i) a person or entity shall not be deemed to be the Affiliate or Associate of another person or entity solely because either or both persons or entities are or were directors of the Company and (ii) no Exempt Person shall be considered an Affiliate or Associate of the Company or any of the Company’s subsidiaries. The entities listed on Schedule I are Existing Holders. In consideration of the value of the Company’s NOLs to the Existing Holders and the Company’s adoption of the NOL Preservation Plan, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Existing Holders, intending to be legally bound, hereby agrees as follows: