CERTIFICATES SHALL NOT BE
HELD IN A BOOK-ENTRY SYSTEM UNLESS OTHERWISE DIRECTED BY FREDDIE MAC.
UNTIL
SUCH TIME AS THE CLASS A CERTIFICATES ARE HELD IN A BOOK-ENTRY SYSTEM, ALL
REFERENCES TO DTC'S RULES AND PROCEDURES IN THE STANDARD TERMS SHALL BE
INAPPLICABLE, AND ANY REFERENCES TO HOLDERS OF THE CLASS A CERTIFICATES OF ANY
SUBCLASS SHALL REFER TO THE REGISTERED HOLDERS THEREOF.
IN ADDITION, UNTIL SUCH
TIME AS THE CLASS A CERTIFICATES ARE HELD IN A BOOK-ENTRY SYSTEM, ALL PAYMENTS
WILL BE MADE DIRECTLY TO THE REGISTERED HOLDERS THEREOF BY WIRE TRANSFER
PURSUANT TO INSTRUCTIONS RECEIVED FROM SUCH REGISTERED HOLDERS, AND ALL NOTICES
AND COMMUNICATIONS TO BE GIVEN BY THE ADMINISTRATOR WILL BE GIVEN DIRECTLY TO
SUCH REGISTERED HOLDERS AND ALL NOTICES TO BE PROVIDED BY
THE REGISTERED HOLDERS WILL BE DELIVERED DIRECTLY TO THE ADMINISTRATOR, AND NOT
THROUGH DTC PARTICIPANTS OR THE DTC SYSTEM.
Upon initial issuance, the Class B Certificates shall be registered in the name
of the Pledge Custodian for the benefit of the Sponsor subject to the security
interest created by the Reimbursement Agreement in favor of Freddie Mac, and
will be held in definitive form.
SECTION 4.
THE SPONSOR WILL BE CENTERLINE SPONSOR 2007-1
SECURITIZATION, LLC (OR ANY PERMITTED SUCCESSOR IN SUCH CAPACITY APPOINTED UNDER
SECTION 3.07 OF THE STANDARD TERMS).
SECTION 5.
THE INITIAL RESET RATE METHOD FOR EACH SUBCLASS OF THE
CLASS A CERTIFICATES SHALL BE THE TERM RESET RATE METHOD.
THE INITIAL TERM
RESET RATE WITH RESPECT TO EACH SUBCLASS OF CLASS A CERTIFICATES SHALL BE THE
RESPECTIVE INITIAL TERM RESET RATE INDICATED ON SCHEDULE 2.
EACH SUCH TERM
RESET RATE SHALL BE IN EFFECT FROM THE DATE OF ORIGINAL ISSUE TO THE RESPECTIVE
MANDATORY TENDER DATE INDICATED ON SCHEDULE 2 FOR EACH SUCH SUBCLASS (EACH SUCH
PERIOD, AN "INITIAL TERM RESET RATE PERIOD").
SECTION 6.
THE BONDS WERE NEITHER DEPOSITED WITH NOR ACQUIRED WITH
MARKET DISCOUNT IN EXCESS OF A DE MINIMIS AMOUNT WITHIN THE MEANING OF
SECTION 1278(A)(2)(C) OF THE CODE DETERMINED AS OF THE DATE OF ORIGINAL ISSUE.
SECTION 7.
THE MONTHLY CLOSING ELECTION WILL BE MADE ON BEHALF OF
THE SERIES POOL, EFFECTIVE AS OF THE "START-UP DATE" (AS DEFINED IN REVENUE
PROCEDURE 2003-84).
THE SPONSOR AND ALL HOLDERS OF CERTIFICATES (BY THEIR
PURCHASE THEREOF) CONSENT TO THE MONTHLY CLOSING ELECTION.
THE SERIES POOL, THE
SPONSOR AND EACH HOLDER OF CERTIFICATES (BY THEIR PURCHASE THEREOF) AGREE TO
COMPLY WITH THE TAX REPORTING REQUIREMENTS OF SECTIONS 8.02, 8.03 AND 8.04 OF
REVENUE PROCEDURE 2003-84 (OR ANY SUCCESSOR REVENUE PROCEDURE OR OTHER
APPLICABLE INTERNAL REVENUE SERVICE GUIDANCE).
SECTION 8.
PARTNERSHIP FACTORS SHALL NOT APPLY TO THE SERIES POOL.
SECTION 9.
THE CUSIP NUMBERS FOR THE CERTIFICATES ARE:
CUSIP Number
Class A Certificates
As shown on Schedule 2
Class B Certificates
31397PPY0
SECTION 10.
THE PROVISIONS OF THE STANDARD TERMS RELATED TO THE
HOLDBACK REQUIREMENT AND THE ESTABLISHMENT AND OPERATION OF THE BOND PAYMENT
ACCOUNT - HOLDBACK WILL NOT BE APPLICABLE TO THE SERIES POOL.
SECTION 11.
THE PROVISIONS