Exhibit 10.5
EXECUTION
[Osprey/Taxable]
SERIES CERTIFICATE AGREEMENT
by and between
FEDERAL HOME LOAN MORTGAGE CORPORATION,
in its corporate capacity
and
FEDERAL HOME LOAN MORTGAGE CORPORATION,
in its capacity as Administrator
Dated as of December 1, 2007
incorporating by reference
STANDARD TERMS OF THE SERIES CERTIFICATE AGREEMENT
Dated as of December 1, 2007
FREDDIE MAC
TAXABLE MULTIFAMILY VARIABLE RATE CERTIFICATES
Series M014
$30,850,060 Class A Certificates
$1,623,688 Class B Certificates
relating to
the Assets described herein
SPONSOR:
CENTERLINE SPONSOR 2007-1 SECURITIZATION, LLC
SERIES CERTIFICATE AGREEMENT
This SERIES CERTIFICATE AGREEMENT (this "Series Certificate Agreement") is dated
as of December 1, 2007 by and between FEDERAL HOME LOAN MORTGAGE CORPORATION, in
its corporate capacity ("Freddie Mac") and FEDERAL HOME LOAN MORTGAGE
CORPORATION, in its capacity as Administrator (the "Administrator") on behalf of
the Holders of the Series of Class A Certificates (the "Class A Certificates")
and the Class B Certificates (the "Class B Certificates") (collectively, the
"Certificates") described on the cover page.
This Series Certificate Agreement
incorporates by reference the Standard Terms of the Series Certificate Agreement
dated as of December 1, 2007 (the "Standard Terms"), attached as Appendix A,
which Standard Terms will govern the Certificates and the Series Pool except as
provided in this Series Certificate Agreement.
All capitalized terms used and
not defined herein shall have the meaning set forth in the Standard Terms.
RECITALS:
A.
Freddie Mac desires to issue the Certificates and create the
Series Pool into which the Bonds identified on Schedule 1 hereto and the other
Property related to the Certificates will be transferred.
B.
The conditions to the issuance and delivery of the Certificates as
provided in the Standard Terms and herein have been satisfied.
AGREEMENT:
SECTION 1.
FREDDIE MAC HEREBY CREATES THE SERIES POOL RELATING TO
THE CERTIFICATES AND TRANSFERS THE ASSETS TO SUCH SERIES POOL FOR THE BENEFIT OF
THE HOLDERS OF THE CERTIFICATES, TOGETHER WITH ALL OF ITS INTEREST IN (A) ALL
ASSET PAYMENTS MADE FROM AND AFTER THE DATE OF ORIGINAL ISSUE AND ALL
CERTIFICATES AND INSTRUMENTS, IF ANY, REPRESENTING THE ASSETS, (B) THE
DISTRIBUTION ACCOUNT AND (C) ALL PROCEEDS OF THE ASSETS AND THE DISTRIBUTION
ACCOUNT OF EVERY KIND AND NATURE.
THE ASSETS CONSIST SOLELY OF BONDS AND ALL
REFERENCES IN THE STANDARD TERMS TO "MORTGAGE LOAN(S)" OR "MORTGAGE LOAN
DOCUMENTS" SHALL BE NULL, VOID AND OF NO FORCE OR EFFECT WITH RESPECT TO THE
SERIES POOL AND THE RELATED CERTIFICATES.
SECTION 2.
THE SERIES POOL AND THE RELATED CERTIFICATES WILL BEAR
THE SERIES DESIGNATION SET FORTH ON THE COVER PAGE OF THIS SERIES CERTIFICATE
AGREEMENT.
SECTION 3.
THE CLASS A CERTIFICATES WILL BE ISSUED WITH AN INITIAL
CERTIFICATE BALANCE OF $30,850,060 AND THE CLASS B CERTIFICATES WILL BE ISSUED
WITH AN INITIAL CERTIFICATE BALANCE OF $1,623,688 IN SUBSTANTIALLY THE FORMS SET
FORTH IN EXHIBIT B AND EXHIBIT C TO THE STANDARD TERMS.
UPON INITIAL ISSUANCE,
THE CLASS A CERTIFICATES SHALL BE REGISTERED IN THE NAME OF CEDE & CO., AS
NOMINEE FOR DTC.
UPON INITIAL ISSUANCE, THE CLASS