Exhibit 10.10


 


EXECUTION COPY


 


FEDERAL HOME LOAN MORTGAGE CORPORATION


Series M012, Class A2 Certificates


Series M013, Class A Certificates


Series M014, Class A Certificates


 


CERTIFICATE PLACEMENT AGREEMENT


 


	
   

  	
  December 27, 2007

  



 


Centerline Holding Company


625 Madison Avenue


New York, N.Y. 10022


 


Federal Home Loan Mortgage Corporation


8200 Jones Branch Drive


McLean, Virginia 22102-3107


 


Ladies and Gentlemen:


 


The undersigned, Morgan Stanley & Co. Incorporated (the “Placement
Agent”), offers to enter into the following agreement (the “Certificate
Placement Agreement”) with you, Centerline Holding Company, a Delaware
statutory trust (“Centerline”), and the Federal Home Loan Mortgage
Corporation (“Freddie Mac”), a corporation duly organized and existing
under and by virtue of the laws of the United States (12 U.S.C. §§1451-59),
which agreement, upon your written acceptance of this offer, will be binding
upon you and upon the Placement Agent. This agreement relates to the purchase
by the Placement Agent from Centerline of newly-issued Freddie Mac Multifamily
Variable Rate Certificates, Series M012, Class A2 (the “Series M102
Class A2 Certificates”) and Series M013, Class A (the “Series M013
Class A Certificates”) and Freddie Mac Taxable Multifamily Variable
Rate Certificates, Series M014, Class A (the “Series M014 Class A
Certificates” and, together with the Series M012 Class A2
Certificates and the Series M013 Class A Certificates, each a “Series”
and collectively the “Certificates”).


 


SECTION 1.    Purchase
and Sale of the Certificates.  Subject to the terms and conditions hereof
and on the basis of the representations, warranties and agreements set forth
herein, the Placement Agent hereby agrees to purchase from Centerline the
principal amount of the Certificates set forth on Schedule I hereto (the
completion of such purchase and sale being herein sometimes called the “Closing”).  The Certificates of each Series will
represent undivided interests in a pool of 
assets (each, a “Series Pool”) to be formed by Freddie Mac.  Each Series Pool will consist of the
assets (the “Assets”) delivered to Freddie Mac in exchange for the
Certificates (and related classes of certificates) pursuant to that certain Bond Exchange and Sale Agreement
dated as of December 1, 2007 (the “Bond Exchange and Sale Agreement”)
among 


 

















 


Freddie Mac, the transferors identified
therein (the “Transferors”) and Centerline Sponsor 2007-1
Securitization, LLC (the “Sponsor”).


 


The consideration for the Certificates shall
be the purchase price (the “Purchase Price”), together with accrued
interest at the initial interest rate thereon (the “Initial Interest Rate”)
from December 1, 2007 to but not including the Closing Date (as
hereinafter defined), each as identified on Schedule I .


 


The Certificates will be issued pursuant to three Series Certificate
Agreements, each dated as of December 1, 2007, as supplemented by the
Standard Terms of the Series Certificate Agreement, each dated as of December 1,
2007 (together, the “Series Certificate Agreements”).


 


Unless otherwise defined herein or the context clearly requires
otherwise, all capitalized terms in this Certificate Placement Agreement shall
have the respective meanings ascribed to them in the Series Certificate
Agreements.


 


SECTION 2.    Offering
Circular.  Freddie
Mac has delivered to Centerline and to the Placement Agent (i) an offering
circular relating to Freddie Mac Multifamily Variable Rate Certificates dated December 1,
2007 together with offering circular supplements relating to each of the Series M012
Class A2 Certificates and the Series M013 Class A Certificates
and (ii) an offering circular relating to Freddie Mac Taxable Multifamily
Variable Rate Certificates dated December 1, 2007 together with an
offering circular supplement relating to the Series M014 Class A
Certificates, which incorporate by reference Freddie Mac’s information
statement dated March 23, 2007 and each and every supplement to such
information statement (collectively, the “Information Statement”), which
Information Statement consists of financial and other information in respect of
Freddie Mac.  Each such offering
circular, offering circular supplement and Information Statement are
hereinafter referred to together as the “Offering Circular.”  Freddie
Mac will furnish to Centerline and the Placement Agent, and respective counsel
for Centerline and the Placement Agent, copies of (a) the Series Certificate
Agreement for each Series of Certificates, relating to the maintenance,
transfer and payment of the related Series of Certificates and (b) the
Offering Circular, and any amendments and supplements to the documents listed
in the immediately preceding items (a) and (b).


 


SECTION 3.    Representations
and Warranties of Freddie Mac.  Freddie Mac represents and warrants to the
Placement Agent as follows:


 


(a)           Freddie Mac is a
corporate instrumentality of the United States created pursuant to an Act of
Congress on July 24, 1970 (Title III of the Emergency Home Finance Act of
1970, as amended, 12 U.S.C. §§1451-1459, hereinafter referred to as the “Freddie
Mac Act”), with full power and authority to conduct its business as described
in the Offering Circular, to execute, deliver and perform this Certificate
Placement Agreement, to create and sell the Certificates and to sell the
Certificates pursuant to this Certificate Placement Agreement.


 


(b)           This Certificate
Placement Agreement has been duly and validly authorized, executed and
delivered by Freddie Mac and each Series Certificate Agreement has been
duly authorized by Freddie Mac; this Certificate Placement Agreement does, and
each Series 


 


2

















 


Certificate Agreement when executed and delivered by Freddie Mac will,
constitute the legal, valid, binding and enforceable obligation of Freddie Mac,
except as may be limited by bankruptcy, fraudulent conveyance or transfer,
insolvency, reorganization, moratorium, receivership, liquidation, readjustment
of debt or other similar laws relating to or affecting creditors’ rights
generally, and subject to the qualification that the remedies of specific
performance, injunction and other forms of equitable relief (regardless of
whether enforcement is sought in a proceeding at law or in equity) may not be
available because they are subject to certain tests of equity jurisdiction,
equitable defenses and the discretion of the court before which any proceeding
therefor may be brought; and Freddie Mac has duly and validly authorized all
necessary action to be taken by it for the delivery of the Offering Circular.


 


(c)           The creation and
sale of the Certificates have been duly and validly authorized by Freddie Mac
by all necessary action on the part of Freddie Mac.  Each Series of Certificates will
represent beneficial ownership interests in the related Series Pool to be
formed by Freddie Mac consisting of the related Assets.  On the Closing Date each of the Certificates
will be validly issued and outstanding.


 


(d)           Any required
approval, authorization, consent or action of the Freddie Mac Board of
Directors has been received or taken, and no approval, authorization, consent
or action of, or filing with, any governmental or public regulatory body or
authority that has not previously been received or taken or deemed by statute
to have been received or taken, is required for the due authorization, creation
and sale by Freddie Mac of the Certificates, or the due authorization of this
Certificate Placement Agreement and the Series Certificate Agreements or
is otherwise required in connection with the valid execution, delivery or
performance of the terms thereof by Freddie Mac.


 


(e)           Neither the creation
or sale of the Certificates, nor the execution or delivery of this Certificate
Placement Agreement and the Series Certificate Agreements, nor the
fulfillment of or compliance with the terms and provisions thereof by Freddie
Mac will (i) violate any United States law or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality binding
on Freddie Mac, (ii) result in a breach of any of the terms or provisions
of or constitute a default under, or an event which, with notice or lapse of
time, or both, would constitute a default under, the provisions of any
mortgage, indenture, agreement or instrument to which Freddie Mac is a party or
by which it or its property is bound or (iii) result in the creation or
imposition of any mortgage, lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of Freddie Mac pursuant to the
terms of the Freddie Mac Act, the Bylaws of Freddie Mac or any such mortgage,
indenture, agreement or instrument.


 


(f)            Except as set forth
in the Information Statement, there are no actions, suits, proceedings or
investigations pending or threatened against Freddie Mac or any of its
property, at law or in equity or before or by any United States Federal or
state commission, regulatory body or administrative agency or other
governmental body or before or by any other regulatory body, administrative
agency or governmental body, the outcome of which if adversely determined would
have a material adverse effect on the business or property of Freddie Mac or
which in any way would prevent, interfere with or materially and adversely
affect the creation 


 


3

















 


and sale by Freddie Mac of the Certificates, the execution and delivery by Freddie Mac
of this Certificate Placement Agreement and the Series Certificate
Agreements or the performance by
Freddie Mac of its obligations thereunder.


 


(g)           The financial
statements with respect to Freddie Mac incorporated into the Offering Circular
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods concerned (except as otherwise
disclosed in the notes to such financial statements), and fairly present the
financial position and results of operations of Freddie Mac at the respective
dates and for the respective periods indicated therein.


 


Any certificates signed by an officer of Freddie Mac and delivered to
the Placement Agent at the Closing shall be deemed a representation and
warranty by Freddie Mac to the Placement Agent as to the statements made
therein.  Any such certificate may rely
as to matters of law upon the opinion of the Executive Vice President, General
Counsel and Corporate Secretary (or a Deputy General Counsel) of Freddie Mac
dated the Closing Date, delivered pursuant to Section 7(c)(iv) of
this Certificate Placement Agreement.


 


SECTION 4.    Representations
and Warranties of Centerline.  Centerline represents and warrants to the
Placement Agent as follows:


 


(a)           Centerline is a
trust and each of its subsidiaries is a trust, corporation, partnership or
limited liability company duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or formation, with full
power and authority to conduct its business, deliver and perform this
Certificate Placement Agreement and to sell Certificates pursuant to this
Certificate Placement Agreement.


 


(b)           This Certificate
Placement Agreement has been duly and validly authorized, executed and
delivered by Centerline and constitutes the legal, valid, binding and
enforceable obligation of Centerline, except as may be limited by bankruptcy,
fraudulent conveyance or transfer, insolvency, reorganization, moratorium,
receivership, liquidation, readjustment of debt or other similar laws relating
to or affecting creditors’ rights generally, and subject to the qualification
that the remedies of specific performance, injunction and other forms of
equitable relief (regardless of whether enforcement is sought in a proceeding
at law or in equity) may not be available because they are subject to certain
tests of equity jurisdiction, equitable defenses and the discretion of the
court before which any proceeding therefor may be brought.


 


(c)           Any required
approval, authorization, consent or action of the Centerline Board of Trustees
has been received or taken, and no approval, authorization, consent or action
of, or filing with, any governmental or public regulatory body or authority
that has not previously been received or taken or deemed by statute to have
been received or taken, is required for the sale by Centerline of the
Certificates, or the due authorization of this Certificate Placement Agreement,
or is otherwise required in connection with the valid execution, delivery or
performance of the terms hereof by Centerline.


 


(d)           Neither the sale of
the Certificates, nor the execution or delivery of this Certificate Placement
Agreement nor the fulfillment of or compliance with the terms and provisions
thereof 


 


4

















 


by Centerline will (i) violate any United States law or regulation
or any order, writ, injunction or decree of any court or governmental instrumentality
binding on Centerline, (ii) result in a breach of any of the terms or
provisions of or constitute a default under, or an event which, with notice or
lapse of time, or both, would constitute a default under, the provisions of any
mortgage, indenture, agreement or instrument to which Centerline is a party or
by which it or its property is bound or (iii) result in the creation or
imposition of any mortgage, lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of Centerline pursuant to the
terms of such mortgage, indenture, agreement or instrument.


 


Any certificates signed by an officer of Centerline and delivered to
the Placement Agent at the Closing shall be deemed a representation and
warranty by Centerline to the Placement Agent as to the statements made
therein. Any such certificate may rely as to matters of law upon the opinion
counsel dated the Closing Date, delivered pursuant to Section 7(c)(viii) of
this Certificate Placement Agreement.


 


SECTION 5.    Closing.
 At 10:00 a.m.,
New York time on December 27, 2007, or on a later date as may be agreed by
Freddie Mac, Centerline and the Placement Agent (the “Closing Date”), (a) Freddie
Mac shall cause the transfer of the Certificates (together with related Classes
of each Series) to the Transferors in exchange for the Assets to be transferred
to Freddie Mac for inclusion in the respective Series Pools, (b) Centerline
shall cause the Transferors to transfer the Certificates to Centerline and (c) Centerline
shall sell the Certificates to the Placement Agent.  The Placement Agent shall specify the account
or accounts in which the Certificates are to be deposited in advance of the
Closing Date.


 


Such issuance and deposit of the Certificates shall be made against
payment by the Placement Agent of the Purchase Price for the Certificates.  Unless otherwise agreed in writing by Freddie
Mac, Centerline and the Placement Agent, the Closing shall occur at the offices
of Ballard Spahr Andrews & Ingersoll LLP, 601 13th Street,
N.W., Suite 1000-S, Washington, D.C. 20005.


 


It is a condition to the obligations of the Placement Agent, Centerline
and Freddie Mac to consummate the transactions herein that the Certificates be
issued to the Transferors pursuant to the Bond Exchange and Sale Agreement.


 


SECTION 6.    Conditions
to the Obligations of Centerline.  The obligation of Centerline to sell and
deliver the Certificates on the Closing Date shall be subject to the
performance prior to or concurrently with the Closing by the Placement Agent of
its obligations to be performed under this Certificate Purchase Agreement.


 


SECTION 7.    Conditions
to the Obligations of the Placement Agent.  The obligation of the Placement Agent to
purchase and pay for the Certificates on the Closing Date shall be subject to
the performance prior to or concurrently with the Closing by Freddie Mac and
Centerline of each of its obligations to be performed under this Certificate
Placement Agreement and the accuracy of the representations and warranties of
each of Freddie Mac and Centerline contained herein as of the date hereof and
as of the Closing Date (it being specifically understood that for purposes of
satisfying this condition and the conditions in paragraph (b) of this
Section, 


 


5

















 


the term “Offering Circular” shall include any amendments or
supplements thereto pursuant to Section 2 hereof), and shall also be
subject to the following additional conditions:


 


(a)           The Assets shall
have been delivered to Freddie Mac or its agent,  and the Certificates shall be validly issued
and outstanding and all conditions to the issuance and sale to Centerline of
such certificates, shall have been satisfied.


 


(b)           The Series Certificate
Agreements shall have been duly authorized, executed and delivered and shall be
in full force and effect, and each of the foregoing and the Offering Circular
(and any amendments or supplements thereto but not including amendments or
supplements to the Information Statement or the Offering Circular) shall not
have been amended, modified or supplemented except as may have been agreed to
by the Placement Agent.


 


(c)           At or prior to the
Closing, the Placement Agent shall have received the following documents, in
each case satisfactory in form and substance to the Placement Agent and to
counsel for the Placement Agent:


 


(i)            Copies
of all resolutions and certificates of Freddie Mac relating to the
authorization, creation and sale of the Certificates duly certified by
appropriate officials of Freddie Mac.


 


(ii)           A
copy of the Freddie Mac Act and Bylaws of Freddie Mac as of the Closing Date,
certified by the Secretary or Assistant Secretary of Freddie Mac.


 


(iii)          A
certificate, dated the Closing Date, of the Vice President—Multi-Class Issuance
of Freddie Mac (or his delegatee) to the effect that, (1) to the best
knowledge of such official, (x) the representations and warranties of
Freddie Mac contained in Section 3 hereof are true and correct on and as
of the Closing Date as if such representations and warranties had been made on
and as of the Closing Date and (y) Freddie Mac has complied with all the
terms of this Certificate Placement Agreement and the Series Certificate
Agreements to be complied with by it prior to or concurrently with the Closing
and (2)(x) the Assets underlying the Certificates have been, as of the
Closing Date, identified to the related Series Pool on the books and
records of Freddie Mac, (y) no other property of Freddie Mac has been
identified to the related Series Pool and (3) Freddie Mac has been
identified as the holder of each of the Assets included in the related Series Pool.


 


(iv)          An
opinion, dated the Closing Date, addressed to Freddie Mac and the Placement
Agent, of the Senior Vice President, General Counsel and Corporate Secretary or
a Deputy General Counsel of Freddie Mac, in substantially the form attached as Exhibit A-1
to this Certificate Placement Agreement.


 


(v)           Copies
of all resolutions of Centerline relating to the sale of the Certificates duly
certified by an officer of the manager of Centerline.


 


6

















 


(vi)          A
copy of the certificate of formation and trust agreement of Centerline  as of the Closing Date, certified by an
officer of the manager of Centerline.


 


(vii)         A
certificate, dated the Closing Date, of an officer of the manager of Centerline
to the effect that, (1) to the best knowledge of such officer (x) the
representations and warranties of Centerline contained in Section 4 hereof
are true and correct on and as of the Closing Date as if such representations
and warranties had been made on and as of the Closing Date and (y) Centerline
has complied with all the terms of this Certificate Placement Agreement to be
complied with by it prior to or concurrently with the Closing and (2) Centerline
is the beneficial owner of the Certificates.


 


(viii)        An
opinion of counsel, dated the Closing Date, addressed to the Placement Agent,
in substantially the form attached as Exhibit A-2 to this
Certificate Placement Agreement.


 


(d)           In
addition, Deloitte & Touche LLP shall have provided to the Placement
Agent, Centerline and Freddie Mac at the time of delivery of the Offering
Circular to the Placement Agent, a letter, dated the date of this Certificate
Placement Agreement in form and substance satisfactory to the Placement Agent,
with respect to certain information provided by Freddie Mac and contained in
the Offering Circular concerning the Certificates, and, at the Closing, a
letter, dated the Closing Date, in form and substance satisfactory to the
Placement Agent, with respect to the calculation of certain other information
concerning the Certificates.


 


(e)           Subsequent
to the respective dates as of which information is given in the Offering
Circular, there shall not have been any change or any development involving a
prospective change in or affecting the business, financial condition or
properties of Freddie Mac which change or development is, in the reasonable
opinion of the Placement Agent so material and adverse as to make it
impracticable or inadvisable to proceed with the Offering Circular.


 


(f)            The
executed copies of the Series Certificate Agreements as authorized,
adopted and executed by Freddie Mac shall have been delivered to the Placement
Agent or its counsel.


 


If Freddie Mac or Centerline shall be unable to satisfy the conditions
to the obligations of the Placement Agent contained in this Certificate
Placement Agreement or if the obligations of the Placement Agent shall be
terminated for any reason permitted by this Certificate Placement Agreement,
this Certificate Placement Agreement may be cancelled by the Placement Agent,
and, upon such cancellation, none of the Placement Agent, Centerline or Freddie
Mac shall be under further obligation hereunder.


 


SECTION 8.    Expenses.    All expenses incurred by Freddie Mac,
Centerline or the Placement Agent in performance of their obligations
hereunder, including the fees and expenses 


 


7

















 


of its respective counsel, shall be borne by the party incurring such
expense, subject to the terms of the engagement letter dated on or about December 18,
2007 between Centerline Capital Group, Inc. and the Placement Agent.  The expenses incurred by Freddie Mac or
Centerline shall also include, but not be limited to, (a) all expenses in
connection with the deposit and delivery of the Certificates pursuant to this
Agreement and (b) all expenses in connection with the printing and
delivery of the Series Certificate Agreements, if any.


 


SECTION 9.    Freddie
Mac Acknowledgement and Agreement.


 


Freddie Mac acknowledges that the Placement
Agent is acting as purchaser of the Certificates from Centerline and seller of
such Certificates to Freddie Mac as an accommodation to Freddie Mac and agrees
that the Placement Agent shall not be liable to Freddie Mac in connection with
such purchase and sale, and in particular shall have no responsibility or
liability for the contents of the Offering Circular.


 


SECTION 10.    Representations
of the Placement Agent.  The
Placement Agent has complied with all applicable laws and regulations in
connection with its performance of this Certificate Placement Agreement and the
offer, sale or delivery of the Certificates or distribution of the Offering
Circular in each jurisdiction where such offers, sales, deliveries or
distributions occur, including, but not limited to, compliance with (a) securities
laws in such jurisdiction, (b) the anti-bribery provisions of the Foreign
Corrupt Practices Act, as amended, (c) the Bank Secrecy Act (including as
amended by the USA PATRIOT Act) and its implementing regulations or any similar
U.S. federal, state or foreign law or regulation and (d) any of the
foreign assets control regulations of the United States Treasury Department or
any enabling legislation or executive order relating thereto, to the extent the
foregoing laws and regulations are applicable to the Placement Agent.


 


SECTION 11.    Termination.  This Certificate
Placement Agreement shall be subject to termination in the Placement Agent’s
absolute discretion, by notice given to Freddie Mac and Centerline, if (a) after
the execution and delivery of this Certificate Placement Agreement and prior to
the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the National Association of Securities
Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Freddie Mac or its affiliates shall have been suspended on
any exchange or in any over-the-counter market, (iii) a general moratorium
on commercial banking activities in New York shall have been declared by either
Federal or New York State authorities, or (iv) there shall have occurred
any outbreak or escalation of hostilities or any change in financial markets or
any calamity or crisis, or any major disruption of settlement of securities or
clearance in the United States that, in the judgment of the Placement
Agreement, is material and adverse and (b) in the case of any of the
events specified in clauses (a)(i) through (iv) above, such event
singly or together with any other such event, makes it, in the judgment of the
Placement Agent, impracticable to market the Certificates on the terms and in
the manner contemplated in the Offering Circular.


 


8

















 


SECTION 12.    Notices.   Any notice or other communication to be
given to Freddie Mac under this Certificate Placement Agreement may be given by
delivering the same in writing at Freddie Mac’s address set forth above,
Attention:  Michael L. Dawson, Vice
President, Multi-Class Issuance, with a copy to, Managing Associate
General Counsel — Mortgage Securities, fax: (703) 903-2768, any notice or other
communication to be given to Centerline under this Certificate Placement
Agreement may be given by delivering the same in writing at Centerline’s
address set forth above, Attention:  John
D’Amico, with a copy to Greenberg, Traurig, LLP, 2700 Two Commerce Square, 2001
Market Street, Philadelphia, Pa., 19103, Attention: Michael L. Lehr, fax: (215)
988-7801 and any notice or other communication to be given to the Placement
Agent under this Certificate Placement Agreement may be given by delivering the
same in writing to Morgan Stanley & Co. Incorporated, 1585
Broadway,  New York, New York  10036, Attention: James Y. Lee.  Any such notice shall be delivered or sent by
mail, electronic mail or facsimile transmission.


 


SECTION 13.    Parties
in Interest; Survival of Representations and Warranties.  This Certificate Placement Agreement is
made solely for the benefit of Freddie Mac and the Placement Agent (including
any successor to Freddie Mac or the Placement Agent) and the officers,
directors, employees and controlling persons thereof, and no other person shall
acquire or have any right hereunder or by virtue hereof.  All the representations, warranties and
agreements made by Freddie Mac in this Certificate Placement Agreement shall
remain operative and in full force and effect, regardless of (a) any
investigations made by or on behalf of the Placement Agent and (b) sale of
and payment for the Certificates hereunder. 
The provisions of Section 9 and this Section 12 shall survive
the termination or cancellation of this Certificate Placement Agreement.


 


SECTION 14.    Headings.  The headings of the sections of this
Certificate Placement Agreement are inserted for convenience only and shall not
be deemed to be part hereof.


 


SECTION 15.    Applicable
Law.  This
Certificate Placement Agreement shall be construed in accordance with and
governed by the laws of the United States. 
Insofar as there may be no applicable precedent and insofar as to do so
would not frustrate the purposes of the Freddie Mac Act or any provision of
this Certificate Placement Agreement or the transactions governed thereby, the
local laws of the State of New York shall be deemed reflective of the laws of
the United States.


 


SECTION 16.    Waiver.  Any party to this Certificate Placement
Agreement may, at any time, waive its rights pursuant to any term or
requirement hereof by delivering notice of such waiver to the other parties.


 


SECTION 17.    Successors
and Assigns. This Certificate Placement Agreement
will inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 9, and no other person will have any right or
obligation hereunder. This Certificate Placement Agreement shall not be
assigned by any party without the prior written consent of each other party
hereto.


 


9

















 


SECTION 18.    Counterparts.
This Certificate Placement Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


SECTION 19.    Entire
Agreement. This Certificate Placement Agreement,
together with any contemporaneous written agreements and any prior written
agreements (to the extent not superseded by this Certificate Placement
Agreement) that relate to the offering of the Certificates, represents the
entire agreement between Freddie Mac, Centerline, and the Placement Agent with
respect to the preparation of the Offering Circular, and the conduct of the
offering, and the purchase and sale of the Certificates.


 


SECTION 20.    Fiduciary
Duty.  Freddie
Mac and Centerline acknowledge that in connection with the offering of the
Certificates:  (a) the Placement
Agent has acted at arms length, is not an agent of, and owes no fiduciary duty
to, Freddie Mac, Centerline or any other person, (b) the Placement Agent
owes Freddie Mac and Centerline only those duties and obligations set forth in
this Certificate Placement Agreement and (c) the Placement Agent may have
interests that differ from those of Freddie Mac or Centerline. Freddie Mac and
Centerline waive to the full extent permitted by applicable law any claims each
may have against the Placement Agent arising from an alleged breach of
fiduciary duty in connection with the offering of the Certificates.


 


SECTION 21.    Miscellaneous.
This Certificate Placement Agreement supersedes all
prior or contemporaneous oral or written agreements and understandings between
the parties hereto relating to the subject matter hereof.  Neither
this Certificate Placement Agreement nor any term hereof may be changed,
waived, discharged or terminated except by a writing signed by the party against
whom enforcement of such change, waiver, discharge or termination is sought.


 


[Remainder of page intentionally left
blank.]


 


10

















 


If you agree with the foregoing, please sign the enclosed counterpart
of this letter and return it to the Placement Agent.  This letter shall become a binding agreement
between you and the Placement Agent when at least one counterpart of this
letter shall have been signed by or on behalf of each of the parties hereto.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY & CO. INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Warren H. Friend

  	
   

  
	
   

  	
  Warren H. Friend

  
	
   

  	
  Managing Director

  



 


 


[SIGNATURE PAGE TO CERTIFICATE PLACEMENT AGREEMENT]


 


11

















 


The foregoing is hereby accepted as

  of the date first written above:


 


 


FEDERAL HOME LOAN MORTGAGE CORPORATION


 


 


	
  By:

  	
  /s/ Michael L. Dawson

  	
   

  
	
  Michael L.
  Dawson

  
	
  Vice
  President, Multiclass Issuance

  



 


 


[SIGNATURE PAGE TO CERTIFICATE PLACEMENT AGREEMENT]


 


 


12

















 


The foregoing is hereby accepted as

  of the date first written above:


 


CENTERLINE HOLDING COMPANY, a Delaware 

statutory trust


 


 


	
  By:

  	
  /s/ Marc D. Schnitzer

  	
   

  
	
  Marc D. Schnitzer

  
	
  President

  



 


 


[SIGNATURE PAGE TO CERTIFICATE PLACEMENT AGREEMENT]


 


13

















 


SCHEDULE I


 


	
  Class of Certificates

  	
   

  	
  Original Principal

  Amount

  	
   

  	
  Initial Interest Rate

  	
   

  	
  Purchase Price*

  	
   

  
	
  Series M012

  Class A2 Certificates

  	
   

  	
  $

  	
  1,654,120,947

  	
   

  	
  5.125

  	
  %

  	
  100

  	
  %

  
	
  Series M013

  Class A Certificates

  	
   

  	
  $

  	
  598,061,333

  	
   

  	
  5.20

  	
  %

  	
  100

  	
  %

  
	
  Series M014

  Class A Certificates

  	
   

  	
  $

  	
  30,850,060

  	
   

  	
  5.602

  	
  %

  	
  100

  	
  %

  



 


AGGREGATE TOTAL ORIGINAL PRINCIPAL AMOUNT OF
CERTIFICATES: $2,283,032,340


 


AGGREGATE PURCHASE PRICE:
100%


 






*Plus interest accrued at the
Initial Interest Rate from December 1, 2007 to but excluding the Closing
Date.