EFTA02435864.pdf

"entered into as of {Bete}; 2009, by and among C3 Directives LLC as Managing Member and the persons who agree from time to time to be bound by this Agr"

"The purpose of the Company is to fund pre-acquisition overhead and expense costs incurred and to be incurred by Island or its Affiliates on and after "

"Managing Member means C3 Directives LLC, a Delaware limited liability company... each in its capacity as a Managing Member of the Company."

"Member means each person or entity admitted to the Company as a member... (including the Managing Member)"

"C3 DIRECTIVES LLC ... MANAGING MEMBER ... [SIGNATURE PAGE TO C3 ACQUISITION CO. LLC AGREEMENT]"

"The Managing Member shall maintain or cause to be maintained at all times true and correct books, records, reports and accounts in which shall be ente"

"any Member (or its authorized representative) for any purpose reasonably related to the Company or such Member's investment in the Company"

"pay to ICG, as compensation for the extensive resources committed by ICG and its Affiliates to pursuing the Centerline Transaction, a non-accountable "

"The Company shall: (i) pay directly, or reimburse Island, ICG and their Affiliates for all third-party costs and expenses... incurred... in connection"

"reimburse Island, ICG and their Affiliates for all third-party costs and expenses... including without limitation legal, accounting, tax and other pro"

"engage in all activities and transactions, as may in the opinion of the Managing Member be necessary or advisable to carry out such purpose"

"The Company will maintain its office and principal place of business a New York, NY, 10022"

"Authorization Agreement, dated July 4, 2009, between Island and Centerline"

"Carried Interest means the Managing Member's 50% interest in the Company's distributions"

"The Managing Member shall, in its sole discretion, accept some, all or none of each person's Commitment, and shall countersign the signature page here"

"Each person signing the signature page hereto irrevocably agrees to purchase an Interest and to make an aggregate Capital Contribution in the amount o"

"if such Member is not a natural person, so long as it remains a Member, it will maintain its existence... and enable the Company to continue"

"Managing Member ceasing to be a Managing Member of the Company"

"election by the Managing Member to dissolve the Company upon the closing of a sale of all or substantially all of the assets"

"Member (A) is financially able to bear all the risks of owning the Interest such Member is acquiring for an indefinite period of time"

"Any elections or decisions relating to such allocations shall be made by the Managing Member."

"Each of the undersigned does hereby constitute and appoint the Managing Member... as his, her or its true and lawful representative and attorney-in-fa"

"issue to the Company, for no additional consideration, 5% of the total issued and outstanding equity of the Acquisition Entity as of the closing of th"

"consent of the Managing Member, which consent may be granted or withheld in its sole and absolute discretion"

"no Member may withdraw as a Member of the Company"

"Managing Member has the right to keep confidential from the Members... for such period of time as the Managing Member deems reasonable any Confidentia"

"in connection with evaluating and pursuing an acquisition of Centerline or all or a portion of its assets, liabilities and business operations"

"Island, ICG or any of their Affiliates acquire or otherwise succeed to Centerline or substantially all or a portion of the assets, liabilities and bus"

"Second, thereafter (A) 50% to the Members, pro rata in accordance with their respective Investment Percentages and (B) 50% to the Managing Member, as "

"First, 100% to the Members, pro rata in accordance with their respective Investment Percentages, until the cumulative amount distributed to the Member"

"ISLAND C-III HOLDINGS LLC (For the purposes of Section 3.2 only) ... [SIGNATURE PAGE TO C3 ACQUISITION CO. LLC AGREEMENT]"

"ISLAND CAPITAL GROUP LLC (For the purposes of Section 3.2 only) ... [SIGNATURE PAGE TO C3 ACQUISITION CO. LLC AGREEMENT]"

"such Member is acquiring its Interest for its own account, for investment"

"The Managing Member is hereby designated the Tax Matters Partner (as defined in Section 6231 of the Code)"

"the Managing Member may transfer all of its Interest to a controlled Affiliate of Andrew L. Farkas without consent"

"equity will be non-voting and subject to such other terms and rights as the Acquisition Entity reasonably determines with the approval of ICG"

"The transferee of any Member's Interest shall be treated as having made all of the Capital Contributions made by... the transferor"

"If the Company is obligated to pay any amount to a governmental agency... in respect of any tax because of a Member's status"

"The Company may pursue and enforce all rights and remedies it may have against each Member... including instituting a lawsuit to collect such contribu"

"any other information or materials which the Managing Member, the Company or Island is required by law or agreement to keep confidential"

"total amount withdrawn by the Company from the Cash Reserves Account for any purpose other than the distribution of cash to Members"

"each Member shall keep confidential and not disclose any information and materials regarding the Company, Island, Centerline"

"The amounts apportioned to the Managing Member and the Members shall be distributed as promptly as practicable following... the completion of the Cent"

"EFTA_R1_01508125"

"The Managing Member may, at the Closing, and without advance notice to or consent from the Members, admit any person, in its sole discretion, who shal"

"The Managing Member shall hold the Closing upon the Managing Member's receipt of Commitments representing not less than $15 million, which amount may "

"income and loss allocable to the Member of the Company will continue to be included in the same filings under the same employer identification number "

"Any person who was or is a Member, including the Managing Member... shall... be indemnified and held harmless by the Company"

"The Managing Member... will be the liquidator to wind up the affairs of the Company pursuant to this Agreement."

"Net Profits or Net Losses for a year (or other period) shall be allocated among the Members"