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.
Section 9.16
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 WITH ANY OF THE OTHER SPONSOR DOCUMENTS.
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 9.17
Waivers of Jury Trial.
THE SPONSOR 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 OR THE RELATIONSHIP
62
BETWEEN THE SPONSOR AND FREDDIE MAC AS CREDIT FACILITY PROVIDER, LIQUIDITY
FACILITY PROVIDER, PLEDGE CUSTODIAN AND ADMINISTRATOR 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.
[Signatures follow]
63
IN WITNESS WHEREOF, the Sponsor and Freddie Mac have executed this Reimbursement
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
[SIGNATURE PAGE TO OSPREY TEBS REIMBURSEMENT, PLEDGE AND SECURITY AGREEMENT]
CENTERLINE SPONSOR 2007-1 SECURITIZATION, LLC, a Delaware limited liability
company, as Sponsor
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 REIMBURSEMENT, PLEDGE AND SECURITY
AGREEMENT]