Exhibit
10.1


 


EXECUTION


 


FHLMC
Approved Form


 


[Osprey TEBs]


 


 


 


BOND
EXCHANGE AND SALE AGREEMENT






among






FEDERAL HOME LOAN MORTGAGE CORPORATION






CENTERLINE 2007-1 EIT SECURITIZATION, LLC

as Transferor



CENTERLINE 2007-1 SU SECURITIZATION, LLC

as Transferor



CENTERLINE 2007-1 T SECURITIZATION, LLC

as Transferor

and



CENTERLINE SPONSOR 2007-1 SECURITIZATION, LLC

as Sponsor


 




Relating to






Freddie Mac

Multifamily Variable Rate Certificates

Series M012 and Series M013






and






Freddie Mac

Taxable Multifamily Variable Rate Certificates

Series M014






Dated as of December 1, 2007


 





















 


TABLE OF CONTENTS


Page


ARTICLE I

DEFINITIONS AND INTERPRETATION


 


	
  Section 1.1

  	
  Definitions

  	
   

  	
  2

  
	
  Section 1.2

  	
  Interpretation

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  
	
  REPRESENTATIONS
  AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Representations
  and Warranties of the Sponsor and Each Transferor

  	
   

  	
  3

  
	
  Section 2.2

  	
  Representations
  and Warranties of Freddie Mac

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  
	
  AGREEMENT
  TO EXCHANGE

  
	
   

  
	
  Section 3.1

  	
  Exchange

  	
   

  	
  5

  
	
  Section 3.2

  	
  Mandatory
  Delivery; Ownership; Registration of Transfer

  	
   

  	
  5

  
	
  Section 3.3

  	
  Failure to Deliver

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  
	
  MISCELLANEOUS

  
	
   

  
	
  Section 4.1

  	
  Counterparts

  	
   

  	
  6

  
	
  Section 4.2

  	
  Amendments, Changes and Modifications

  	
   

  	
  6

  
	
  Section 4.3

  	
  Governing Law; Severability

  	
   

  	
  6

  
	
  Section 4.4

  	
  Further Assurances and Corrective Instruments

  	
   

  	
  6

  
	
  Section 4.5

  	
  Headings

  	
   

  	
  6

  
	
  Section 4.6

  	
  Survival of Representation and Warranties

  	
   

  	
  6

  
	
  Section 4.7

  	
  Waiver of Claims

  	
   

  	
  7

  
	
  Section 4.8

  	
  Waivers of Jury
  Trial

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule A-1:

  	
  Pool
  12 Bonds, Related Bonds and Certificate Series Designations

  	
   

  
	
  Schedule A-2:

  	
  Pool
  13 Bonds, Related Bonds and Certificates Series Designations

  	
   

  
	
  Schedule A-3:

  	
  Taxable
  Pool 14 Bonds, Related Bonds and Certificate Series Designations

  	
   

  
							



 





















 


BOND
EXCHANGE AND SALE AGREEMENT


 


THIS BOND EXCHANGE AND
SALE AGREEMENT dated as of December 1, 2007  (as amended, modified or supplemented from time to time, this “Agreement”)  by and between
the FEDERAL HOME LOAN MORTGAGE CORPORATION
(together with its successors and assigns, “Freddie Mac”), a shareholder-owned government-sponsored enterprise
organized and existing under the laws of the United States, CENTERLINE 2007-1 EIT SECURITIZATION, LLC, a Delaware
limited liability company, (together with its successors and assigns, “EIT Transferor”),
CENTERLINE 2007-1 SU SECURITIZATION, LLC,
a Delaware limited liability company, (together with its successors and
assigns, “SU Transferor”), CENTERLINE 2007-1 T
SECURITIZATION, LLC, a Delaware limited liability company, (together
with its successors and assigns, “T Transferor”) each as Transferor (together
with its successors and assigns, the “Transferor”) and CENTERLINE
SPONSOR 2007-1 SECURITIZATION, LLC, a Delaware limited liability
company, as Sponsor (together with its successors and assigns, the “Sponsor”).


 


R
E C I T A L S:


 


1.             EIT Transferor is the owner of the
tax exempt multifamily housing bonds listed on Schedule A-1 (the “Pool
12 Bonds”), SU Transferor is the owner of the tax exempt multifamily housing
bonds listed on Schedule A-2 (the “Pool 13 Bonds” and collectively with
the Pool 12 Bonds, the “Tax-exempt Bonds”), and T Transferor is the owner of
the taxable multifamily housing revenue bonds listed on Schedule A-3
(the “Taxable Pool 14 Bonds”), all such bonds being referred to herein as the “Bonds”.  EIT Transferor, SU Transferor and T Transferor
are each an Affiliate of the Sponsor and are sometimes referred to herein,
individually or collectively as the context may require, as the “Transferor”.


 


2.             Pursuant and subject to the terms
hereof, Freddie Mac has agreed with (i) EIT Transferor to exchange the Series M012
Certificates issued by Freddie Mac for the Pool 12 Bonds, (ii) SU Transferor
to exchange the Series M013 Certificates issued by Freddie Mac for the
Pool 13 Bonds, and (iii) T Transferor to exchange the Series M014
Certificates issued by Freddie Mac for the Taxable Pool 14 Bonds.  Freddie Mac is depositing the Bonds pursuant
to the terms of three separate Series Certificate Agreements, each
respectively dated as of the date hereof (together with the Standard Terms
incorporated therein, each a “Series Certificate Agreement”), between
Freddie Mac, in its corporate capacity and Freddie Mac in its capacity as
Administrator under the applicable Series Certificate
Agreement.  Separate Series of
Certificates are being issued pursuant to each Series Certificate
Agreement.  Each Class of
Certificates has certain specified rights with respect to the related Bonds as
provided therein.


 


NOW, THEREFORE, in
consideration of the Recitals and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, Freddie Mac, the Sponsor and the Transferor do hereby
agree as follows:


 





















 


ARTICLE I

DEFINITIONS AND INTERPRETATION


 


Section 1.1            Definitions.
All initially capitalized terms included in the Recitals above and not
specifically defined in this Agreement shall have the meanings therefor
contained in Exhibit A
to each Series Certificate Agreement. 
Unless otherwise expressly provided in this Agreement or unless the
context clearly requires otherwise, the following terms shall have the
respective meanings set forth below for all purposes of this Agreement.


 


“Bonds” means collectively the Pool 12 Bonds, the Pool 13 Bonds and the
Taxable Pool 14 Bonds.


 


“Certificates” means the Class A Certificates and the Class B Certificates.


 


“Class A Certificates” means the
senior certificates designated as such and issued pursuant to a Series Certificate
Agreement, evidencing an undivided ownership interest in the related Bonds.


 


“Class B Certificates”  means the subordinate certificates designated as such and issued
pursuant to each Series Certificate Agreement, evidencing an undivided
ownership interest in the related Bonds.


 


“Closing Date” is defined in Section 3.1.


 


“Transferor” means EIT Transferor,
SU Transferor and T Transferor, respectively, as transferor of the Bonds and
any permitted successors thereto in such capacity.


 


“Freddie Mac” means the
Federal Home Loan Mortgage Corporation, a shareholder-owned
government-sponsored enterprise organized and existing under the laws of the
United States, and its successors.


 


“Pool 12 Bonds” means the
tax-exempt multifamily housing revenue bonds listed on Schedule A-1
hereto.


 


“Pool 13 Bonds” means the
tax-exempt multifamily housing revenue bonds listed on Schedule A-2
hereto.


 


“Pool 14 Taxable Bonds” means the
taxable multifamily housing revenue bonds listed on Schedule A-3 hereto.


 


“Series Certificate
Agreement” means each Series Certificate Agreement as
defined in Recital 2 hereof, as amended or supplemented.


 


“Sponsor” means Centerline Sponsor 2007-1 Securitization, LLC, a
Delaware limited liability company, and any permitted successors or assigns.


 


“Subclass” means with respect to the Class A Certificates designated Series M012,
each subclass designated A1 and each subclass designated A2.


 


2





















 


“Tax
Exempt Bonds” means, collectively, the
Pool 12 Bonds and the Pool 13 Bonds.


 


Section 1.2            Interpretation.  In this Agreement, unless the context otherwise
requires, words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders.  Unless the context shall otherwise indicate,
words importing the singular number shall include the plural number and vice
versa, and words importing persons shall include partnerships, limited
liability companies, corporations and associations, including public bodies, as
well as natural persons.  The terms
“hereby”, “hereof”, “hereto”, “herein”, “hereunder”, and any similar terms, as
used in this Agreement, refer to this Agreement.  Any reference in this Agreement to an
“Exhibit”, a “Section”, a “Subsection”, a “Paragraph” or a “subparagraph”
shall, unless otherwise explicitly provided, be construed as referring, respectively,
to an Exhibit attached to this Agreement, a section of this Agreement, a
subsection of the section of this Agreement in which the reference appears, a
paragraph of the subsection within this Agreement in which the reference
appears, or a subparagraph of the paragraph within which the reference
appears.  All Recitals set forth above
and all Exhibits attached to or referred to in this Agreement are incorporated
by reference into this Agreement.  Any
reference to an executed agreement or instrument herein shall be to such
agreement or instrument as amended, supplemented or restated in accordance with
its terms.


 


ARTICLE II




REPRESENTATIONS AND WARRANTIES


 


Section 2.1            Representations and Warranties of the Sponsor and Each Transferor.


 


(a)           Sponsor and each Transferor
represents and warrants as of the Closing Date, as follows:


 


(i)            This Agreement has been duly authorized, is valid and
binding, and is enforceable against it in accordance with its terms.


 


(ii)           It (A) is a limited liability company, duly organized
and existing pursuant to the laws of the state of its organization, (B) has
the power and authority to own its properties and to carry on its business as
now being conducted and (C) has the power and authority to execute and
perform all the undertakings contemplated hereby.


 


(iii)          The execution and performance by it of this Agreement and
other agreements required pursuant hereto (A) will not violate in any
material respect or, as applicable, have not violated in any material respect
any provision of any law, rule or regulation or any order of any court or
other agency or government and (B) will not violate in any material
respect, or as applicable, have not violated in any material respect any material
provision of any indenture, agreement or other instrument to which it is a
party or is otherwise subject, or result in the creation or imposition of any
material lien, charge or encumbrance of any nature.


 


(iv)          It is not in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
agreement or instrument to which it is a party which default would in its good
faith and reasonable judgment 


 


3





















 


materially adversely affect the transactions
contemplated hereby.  There is no action,
suit or proceeding at law or in equity or by or before any governmental
instrumentality or other agency now pending or threatened in writing against or
affecting it or any of its properties or rights, which, if adversely
determined, would in Transferor’s good faith and reasonable judgment (A) materially
impair the its right to carry on its business as now conducted or (B) have
a material adverse effect on its financial condition.


 


(v)           It has not taken, or omitted to take, any action that, if
taken or omitted, would jeopardize or adversely affect the exclusion from gross
income for federal income tax purposes of the interest payable on the Bonds
which it owns or for which it has been the “Majority Owner” (as defined in the Bond
Documents).


 


(vi)          The
information with respect to the Bonds set forth on Schedule 1 to each Series Certificate
Agreement and Appendix A to each Offering Circular Supplement is true and
correct in all material respects.


 


(b)           Each Transferor represents and
warrants as of the Closing Date with respect to the Bonds it is depositing
hereunder, as follows:


 


(i)            The
Bonds are genuine and outstanding.  The Transferor
has all necessary power and authority to transfer, and has duly authorized by
all necessary action the transfer of, the Bonds.  Any consents or approvals required to
transfer the Bonds to Freddie Mac have been obtained.  Immediately prior to such transfers, the Transferor
owned the Bonds free and clear of any lien, pledge, encumbrance or other security
interest, and had not sold, assigned or pledged any of its interest in the
Bonds to any person or entity, and had not entered into any agreement to effect
such a sale, assignment or pledge except as contemplated hereby.  Upon such transfers, the Transferor has
released all right, title and interest in and to the Bonds.


 


(c)           Freddie Mac’s remedies against the
Sponsor for breach of (i) the representation and warranty set forth in Section 2.1(a)(vi) above
shall be limited to the applicable remedies available to Freddie Mac under
Sections 2.4(c) and 9.11(b)(3) of the Reimbursement Agreement, and (ii) any
other representation or warranty made under this Agreement shall be limited to
the applicable remedies available to Freddie Mac under Section 9.11(b)(4) of
the Reimbursement Agreement.


 


Section 2.2            Representations and
Warranties of Freddie Mac.  Freddie
Mac represents and warrants as of the Closing Date, as follows:


 


(a)           It (A) is a shareholder-owned
government-sponsored enterprise duly organized and validly existing under the
laws of the United States of America, (B) has the power and authority to
own its properties and to carry on its business as now being conducted and as
contemplated by this Agreement and (C) has the power and authority to
execute and perform all of its undertakings in this Agreement.


 


(b)           This Agreement is a valid and binding
obligation of Freddie Mac, the making and performance of which by Freddie Mac
have been duly authorized by all necessary corporate and other action and the
consummation of the transactions contemplated hereby by Freddie Mac does not
nor will conflict with, result in a breach of,


 


4





















 


or is a default under, in
any material respect, any of the terms, conditions or provisions of any legal
restriction or any instrument to which Freddie Mac is now a party or by which
Freddie Mac is bound, or constitute a violation of any law regulating the
affairs of Freddie Mac or internal governing documents of Freddie Mac, and does
not and will not result in the creation of any lien, charge or encumbrance of
any nature except, in each case, as would not reasonably be expected to have a
material adverse effect on Freddie Mac’s ability to perform its obligations
under this Agreement


 


ARTICLE III




AGREEMENT TO EXCHANGE


 


Section 3.1            Exchange.  Freddie Mac and the Transferor agree to
exchange the Certificates for the Bonds in accordance with and subject to the
terms and provisions of this Agreement. 
The exchange shall take place on December 27, 2007 at the offices
of Ballard Spahr Andrews & Ingersoll, LLP, Washington DC, at 10:00 a.m.,
eastern time (such date, location and time of exchange of the Bonds for the
Certificates being herein called the “Closing Date”).  On the Closing Date, in consideration for the
delivery and transfer of ownership and possession of the Bonds from the Transferor
to Freddie Mac, Freddie Mac shall simultaneously deliver to the Transferor the
respective Class A Certificates and Class B Certificates, and in
consideration for the transfer of the respective Certificates from Freddie Mac
to the Transferor, the Transferor shall simultaneously deliver the related
Bonds and transfer and assign to Freddie Mac all of its right, title and
interest in and to the such Bonds together with all interest due thereon from
and after the Closing Date (and by its execution and delivery of this
Agreement, each Transferor acknowledges and affirms such assignment).


 


Section 3.2            Mandatory Delivery;
Ownership; Registration of Transfer 
No later than the Closing Date, the Transferor shall complete
the delivery of the Bonds to Freddie Mac in accordance with this Agreement in
physical form with executed bond assignments in favor of the Federal Home Loan
Mortgage Corporation certified by an appropriate medallion seal or with respect
to physical bonds held by Deutsche Bank National Trust Company, as custodian,
evidence satisfactory to Freddie Mac that Deutsche Bank National Trust Company is
holding such Bonds as custodian for Freddie Mac and that any previous custodial
arrangements have been terminated.  Ownership
of the Bonds shall pass from the Transferor to Freddie Mac on the Closing Date
as provided in Section 3.1.  The Transferor
shall execute and deliver any further instruments necessary or appropriate to
effect or evidence the transfer and delivery of all the Transferor’s interest
in and to the Bonds to Freddie Mac, and shall fully and promptly cooperate with
Freddie Mac in connection with the same.


 


Section 3.3            Failure to Deliver.  If any Transferor fails to deliver all of the
Bonds to Freddie Mac or fails to comply fully with any material precondition to
Freddie Mac’s obligation to exchange Certificates for the Bonds, on or before
the Closing Date, Freddie Mac shall have no obligation to exchange Certificates
for the Bonds, and the Sponsor shall promptly reimburse Freddie Mac for all of
its out-of-pocket expenses in connection with the proposed transaction,
including, but not limited to, Freddie Mac’s reasonable legal costs.


 


5





















 


ARTICLE IV




MISCELLANEOUS


 


Section 4.1            Counterparts.  This Agreement may be executed in
counterparts by the parties hereto, and each such counterpart shall be
considered an original, and all such counterparts shall constitute one and the
same instrument.


 


Section 4.2            Amendments, Changes and Modifications.  This Agreement
may be amended, changed, modified, altered or terminated only by a written
instrument or written instruments signed by the parties to this Agreement.  Unless otherwise specified in such waiver or
consent, a waiver or consent given hereunder shall be effective only in the
specific instance, and for the specific purpose for which given.


 


Section 4.3            Governing Law; Severability.  This Agreement
shall be construed, and the rights and obligations of the parties hereunder
determined, in accordance with federal statutory or common law (“federal law”).  Insofar as there may be no applicable rule or
precedent under federal law and insofar as to do so would not frustrate the purposes
of any provision of this Agreement and the Freddie Mac Act, the local law of
the State of New York shall be deemed reflective of federal law.  The parties agree that any legal actions
among Freddie Mac and the Transferor regarding each party hereunder shall be
originated in the United States District Court in and for the Eastern District
of Virginia, and the parties hereby consent to the jurisdiction and venue of
said Court in connection with any action or proceeding initiated concerning
this Agreement.  The invalidity or
enforceability of any provision of this Agreement shall not affect the validity
of any other provision, and all other provisions shall remain in full force and
effect.


 


Section 4.4            Further Assurances and Corrective Instruments.  To the extent
permitted by law, the parties to this Agreement agree that they will, from time
to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements to this Agreement and such further
instruments as Freddie Mac may reasonably request and as may be reasonably
required in the opinion of Freddie Mac or its counsel to effectuate the
intention of or to facilitate the performance of this Agreement or any other Transferor
Document.


 


Section 4.5            Headings.  Article and section headings used herein
are for convenience of reference only, are not part of this Agreement and are
not to affect the construction of, or to be taken into consideration in
interpreting, this Agreement.


 


Section 4.6            Survival of Representation and Warranties.  All statements
contained herein, or in any certificate, financial statement or other
instrument delivered by or on behalf of the Transferor or the Sponsor pursuant
to or in connection with this Agreement (including but not limited to any such
statement made in or in connection with any amendment hereto or thereto) shall
constitute representations and warranties made under this Agreement.  All representations and warranties made under
this Agreement (a) shall be made and shall be true at and as of the
Closing Date and (b) shall survive the execution and delivery of this
Agreement, regardless of any investigation made by Freddie Mac or on its
behalf.


 


6





















 


Section 4.7            Waiver of Claims.  IN ORDER TO INDUCE FREDDIE MAC TO EXECUTE AND
DELIVER THE SERIES CERTIFICATE AGREEMENT, THE SPONSOR HEREBY REPRESENTS AND
WARRANTS THAT IT HAS NO CLAIMS, SET-OFFS OR DEFENSES AS OF THE CLOSING DATE IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR IN
CONNECTION HEREWITH.  TO THE EXTENT ANY
SUCH CLAIMS, SET-OFFS OR DEFENSES MAY EXIST, WHETHER KNOWN OR UNKNOWN,
THEY ARE EACH HEREBY WAIVED AND RELINQUISHED IN THEIR ENTIRETY.


 


Section 4.8            Waivers of Jury Trial.  THE SPONSOR, EACH DEPOSITOR AND FREDDIE MAC
EACH (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO
ANY ISSUE ARISING OUT OF THIS AGREEMENT THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES
ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY
SUCH RIGHT EXISTS NOW OR IN THE FUTURE. 
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY,
KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


[remainder of page intentionally
blank]


 


7





















 


IN WITNESS WHEREOF,
the Sponsor, each Transferor and Freddie Mac have executed this Agreement as of
the day and year first above written.


 


	
   

  	
  FEDERAL HOME LOAN MORTGAGE

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Kimball Griffith

  
	
   

  	
  W. Kimball Griffith

  
	
   

  	
  Vice President,
  Multifamily Affordable

  
	
   

  	
  Housing
  Production & Investments

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael L. Dawson

  
	
   

  	
  Michael L. Dawson

  
	
   

  	
  Vice President, Multiclass
  Issuance

  



 


 


[SIGNATURE
PAGE TO OSPREY TEBS BOND EXCHANGE AND SALE AGREEMENT]


 





















 


	
   

  	
  CENTERLINE SPONSOR 2007-1

  SECURITIZATION, LLC

  as Sponsor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CENTERLINE HOLDING TRUST, a

  
	
   

  	
  Delaware statutory trust, its manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc D. Schnitzer

  
	
   

  	
  Marc D. Schnitzer

  
	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTERLINE 2007-1 EIT

  SECURITIZATION, LLC

  
	
   

  	
  as Transferor

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  CENTERLINE EQUITY ISSUER TRUST,

  
	
   

  	
  a Delaware statutory trust, its manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc D. Schnitzer

  
	
   

  	
  Marc D. Schnitzer

  
	
   

  	
  Managing Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTERLINE 2007-1 SU

  SECURITIZATION, LLC

  
	
   

  	
  as Transferor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CENTERLINE EQUITY ISSUER TRUST,

  
	
   

  	
  a Delaware statutory trust, its manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc D. Schnitzer

  
	
   

  	
  Marc D. Schnitzer

  
	
   

  	
  Managing Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CENTERLINE 2007-1 T

  SECURITIZATION, LLC

  
	
   

  	
  as Transferor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CENTERLINE HOLDING TRUST, a

  
	
   

  	
  Delaware statutory trust, its manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc D. Schnitzer

  
	
   

  	
  Marc D. Schnitzer

  
	
   

  	
  President

  



 


[Counterpart Signature Page to
Osprey TEBS Bond Exchange And Sale Agreement]