exv10w85







Exhibit 10.85




 


 



AMENDED AND RESTATED ADMINISTRATION AGREEMENT




among



FEDERAL NATIONAL MORTGAGE ASSOCIATION



and



FEDERAL HOME LOAN MORTGAGE CORPORATION



and



U.S. BANK NATIONAL ASSOCIATION



Dated as of January 22, 2010



 


 




 









 





          This AMENDED AND RESTATED ADMINISTRATION AGREEMENT is dated as of January 22, 2010 (as the
same may be amended, supplemented or otherwise modified from time to time, this
“Agreement”), among the FEDERAL NATIONAL MORTGAGE ASSOCIATION, a government sponsored
enterprise (“Fannie Mae”), the FEDERAL HOME LOAN MORTGAGE CORPORATION, a government
sponsored enterprise (“Freddie Mac”) (Fannie Mae and Freddie Mac are herein referred to as
the “GSEs” and, each, a “GSE”), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity, but solely as custodian, collection agent,
paying agent and administrator (the “Administrator”) under this Agreement.




WITNESSETH:




          WHEREAS, pursuant to that certain Memorandum of Understanding, dated October 19, 2009 (as
amended from time to time, the “MOU”), among the United States Department of the Treasury
(“Treasury”), the Federal Housing Finance Agency, Fannie Mae and Freddie Mac, the parties
thereto have agreed to, among other things, facilitate financing for various state and local
housing finance agencies (the “HFAs”) to serve homebuyers and low and moderate income
renters (the “HFA Initiative”);




          WHEREAS, Treasury requested that the Federal Housing Finance Agency and the GSEs help Treasury
design and implement the programs set forth in the MOU in order to facilitate financing for the
state and local housing finance agencies, and to implement the HFA Initiative, including
implementing the Temporary Credit and Liquidity Facility Program (as defined below) and the New
Issue Bond Program contemplated in the MOU, the New Issue Bond Program Agreement (as defined below)
and the Purchase Agreements (as defined below);




          WHEREAS, from time to time, and in accordance with the terms of the MOU and the New Issue Bond
Program Agreement and in furtherance of the purposes of the HFA Initiative, the following
concurrent transactions will occur:





     (A) In accordance with the terms of the Placement Agreements and Settlement
Agreements (as such terms are defined below), the HFAs will exchange the Program
Bonds (as defined below), which will be held by the Administrator as the bailee of
and custodian for the GSEs or GSE Trusts, for the related GSE Securities;




     (B) In connection with the receipt by the Administrator of the Program Bonds,
the Administrator will deliver to each GSE a Custodial Receipt (as defined below)
evidencing that the Administrator holds the Program Bonds as the bailee of and
custodian for the GSEs or GSE Trusts;




     (C) Each GSE will enter into a trust agreement (each, a “GSE Trust
Agreement”) pursuant to which it, in its corporate capacity, will deliver its
related Custodial Receipts to itself as trustee of a trust (each, a “GSE
Trust”) established by the GSE under a GSE Trust Agreement;



 









 






     (D) Each GSE will issue and deliver on behalf and at the direction of the HFA
to Treasury’s Financial Agent, a series (each, a “Program Bond Series”) of
GSE Securities that evidence each GSE’s undivided 50% beneficial ownership interest
in the related Program Bonds; and




     (E) Subject to the provisions of the Settlement Agreements, Treasury will cause
Treasury’s Financial Agent to pay to the Closing Agent (as defined below) funds
representing the agreed purchase prices of the Program Bonds, which funds the
Closing Agent will remit to the HFA Trustees in payment of the respective purchase
prices of the related GSE Securities after remitting to or on behalf of the GSEs or
their representatives the fees and expenses that are due to them with respect to
such GSE Securities;



          WHEREAS, from time to time, the GSEs, upon the occurrence of certain events, will acquire Bank
Bonds (as defined below) under the Temporary Credit and Liquidity Facility Program and desire the
Administrator to hold such Bank Bonds on their behalf and to deliver Custodial Receipts to the GSEs
evidencing that the Administrator is holding such Bank Bonds on their behalf;




          WHEREAS, the Bank Bonds are subject to immediate securitization at the option of the GSEs or
at the request of Treasury, whereby each GSE will deliver the Custodial Receipts relating to such
Bank Bonds to its GSE Trust;




          WHEREAS, in connection with the securitization of Bank Bonds, each GSE shall issue and deliver
to Treasury’s Financial Agent, a series (each, a “Bank Bond Series”) of GSE Securities
which will represent undivided 50% beneficial ownership interests in such Bank Bonds that are held
by the related GSE Trust and that were securitized;




          WHEREAS, the GSEs desire to appoint the Administrator to act as custodian for the Program
Bonds and the Bank Bonds acquired under the TCLF Program, to act as collection agent with respect
to the Program Bonds, the Bank Bonds and certain other amounts due under the Temporary Credit and
Liquidity Program, to act as paying agent with respect to the Freddie Mac Securities, to act as
FAST agent for each GSE, to maintain certain records, perform certain calculations and prepare
certain reports with respect to the Program Bonds, Bank Bonds and GSE Securities and to perform
certain other administrative functions, all as set forth in this Agreement;




          WHEREAS, the Administrator has the capacity to provide the respective services required hereby
and is willing to perform such services for the GSEs and the GSE Trusts on the terms set forth
herein;




          WHEREAS, the GSEs and the Administrator previously entered into an Administration Agreement,
dated as of December 1, 2009 (the “Existing Administration Agreement”); and




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          WHEREAS, the parties have requested that the Existing Administration Agreement be amended and
restated on the terms and conditions set forth herein.




          NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
agree that the Existing Administration Agreement is hereby amended and restated in its entirety as
follows:




          Section 1. Definitions and Rules of Construction.




          Whenever used herein, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Section.




          “Administrator Fee” means (a) with respect to the Program Bonds, the sum of (i) the
amount set forth on the Program Bond Fee Schedule as the Administrator Fee and (ii) any reasonable
out-of-pocket expenses incurred in connection with its duties under this Agreement with respect to
the Program Bonds, including but not limited to fees charged to the Administrator by DTC and (b)
with respect to the Temporary Credit and Liquidity Facility Program, the sum of (i) the amount set
forth on the TCLF Fee Schedule as the Administrator Fee and (ii) any reasonable out-of-pocket
expenses incurred in connection with its duties under this Agreement with respect to the TCLFs,
including but not limited to fees charged to the Administrator by DTC.




          “Advance Reimbursements” has the meaning given to such term in Section 6(e) of this
Agreement.




          “Advances” means amounts drawn on a Temporary Credit and Liquidity Facility as Credit
Advances or as Liquidity Advances.




          “Agent” means U.S. Bank National Association as escrow agent pursuant to the Global
Escrow Agreement.




          “Authorized Officer” means, with respect to the Administrator, any officer assigned to
the Corporate Trust Office of the Administrator, including any president, senior vice president,
vice president, assistant vice president, or any other trust officer of the Administrator
customarily performing functions similar to those performed by any of the above designated officers
and having direct responsibility for the administration of this Agreement, and also, with respect
to a particular matter, any other officer, to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.




          “Authorized Person” means a person whose name, title and signature appear on Exhibit D
attached to this Agreement (as such exhibit may be updated from time to time by the GSEs).




          “Bank Bond” means any VRDOs that were tendered for purchase by a Bond holder and were
put to the GSEs under a TCLF and have not yet been remarketed to a new Bond holder.







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          “Bank Bond Additional Interest” means the interest payable to Treasury in connection
with any Bank Bonds being held pursuant to this Agreement, as such interest is described and
calculated in the TCLF Fee Schedule.




          “Bank Bond Collection Account” means the segregated trust account of that name
established for the Bank Bonds received hereunder pursuant to Section 3(b) of this Agreement. The
Administrator may establish sub-accounts of the Bank Bond Collection Account if it determines that
such sub-accounts will ease the administration of funds in such account.




          “Bank Bond Fee Shortfall” has the meaning given to such term in Section 11(b) of this
Agreement.




          “Bank Bond Guarantee Fee” means the fee payable to the GSEs in connection with any
Bank Bonds being held pursuant to this Agreement, as such fee is described and calculated in the
TCLF Fee Schedule.




          “Bank Bond Securitization Fee” means the fee payable to the GSEs in connection with
any Bank Bonds that are securitized, as such fee is described and calculated in the TCLF Fee
Schedule.




          “Bank Bond Series” has the meaning given to such term in the recitals of this
Agreement.




          “Bond Administration Report” has the meaning given to such term in Section 13(c) of
this Agreement.




          “Bond Payments” mean any one or more of the payments of principal of and/or interest
on the Bonds (including in the case of the Bank Bonds, proceeds from the sale of such Bank Bonds in
a remarketing) being held hereunder by the Administrator.




          “Bonds” means, as the case may be, Bank Bonds or Program Bonds.




          “Business Day” means any day that is not (i) a Saturday, a Sunday, or any other day on
which Fannie Mae, Freddie Mac or the Administrator is not open for business, (ii) a day
on which banking institutions in New York are permitted or required by law or executive order to
be closed or (iii) a day on which the Federal Reserve Bank of New York or Treasury is closed.




          “Closing Agent” means U.S. Bank National Association, in its role as escrow and
closing agent under the applicable Settlement Agreement.




          “Closing Agent Fee” means the one-time fee payable to the Closing Agent in connection
with its role as escrow and closing agent under the Settlement Agreement, as such fee is described
and calculated in the Program Bond Fee Schedule.




          “Collection Account” means any of the Bank Bond Collection Account, the Legal Deposit
Collection Account, the Program Bond Collection Account or the TCLF Fee Collection Account, as
applicable.







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          “Conversion” means the conversion or the converting of the interest rate on all or a
portion of the Pre-Conversion Bonds from a Short-Term Rate to a Permanent Rate (as such terms are
defined in the related Supplemental Indenture).




          “Corporate Trust Office” means the corporate trust office of the Administrator at
which at any particular time its corporate trust business in connection with this Agreement shall
be administered, which office at the date of the execution of this instrument is located, with
respect to the New Issue Bond Program at 1 Federal Street, 3rd Floor, Boston, MA 02110, and with
respect to the Temporary Credit and Liquidity Facility, at 60 Livingston Avenue, St. Paul,
Minnesota 55107, or in each case, at such other address as the Administrator may designate from
time to time by notice to the GSEs.




          “Credit Advance” means a “Credit Enhancement Advance” as such term is defined in the
related Temporary Credit and Liquidity Facility to pay debt service due on the VRDOs for which
there are insufficient funds available under the related indenture.




          “Credit and Liquidity Facility Fee” means the Credit and Liquidity Facility Fee
payable by the related HFA to the GSEs pursuant to the related Reimbursement Agreement, as such fee
is described and calculated in the TCLF Fee Schedule.




          “Crossover Date” means the first date on which Program Losses equal or exceed 25/35ths
of the First Loss Limit (as such amount may be adjusted in writing by the GSEs and Treasury with
notice to the Administrator).




          “CUSIP” means the identification number provided by the CUSIP Service Bureau.




          “Custodial Receipt” means any of the custodial receipts executed and delivered by the
Administrator pursuant to this Agreement substantially in the form attached to this Agreement as
Exhibit A.




          “Decision Control Party” means (a) prior to the Crossover Date, Treasury and (b) on
and after the Crossover Date, the GSEs.




          “Determination Date” means the close of business on the 15th day of the month in which
the related Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day
succeeding such 15th day.




          “Differential Interest Amount” has the meaning give to such term in the applicable
Reimbursement Agreement.




          “Distribution Date” means, with respect to each Bond, the 25th calendar day
of each month (or, if any such day is not a Business Day, the next succeeding Business Day),
commencing in January 2010 with respect to each Bond that was subject to a December settlement and
commencing in February 2010 with respect to each Bond that was subject to a January settlement.




          “DTC” means The Depository Trust Company or its successor in interest.







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          “Eligible Account” means an account or accounts maintained with (a) any Federal
Reserve Bank, (b) any Federal Home Loan Bank, or (c) any other depository institution that:





	 	(i)	 	has its accounts insured by the Federal Deposit Insurance Corporation, the
National Credit Union Share Insurance Fund or such other governmental insurer or
guarantor as may be acceptable to Fannie Mae or Freddie Mac;
	 
	 	(ii)	 	is rated as “well capitalized” by its applicable federal or state regulator or,
if not rated by a federal or state regulator, satisfies the capital requirements that
would apply for categorization as “well capitalized” under federal or state
regulations; and
	 
	 	(iii)	 	has a financial rating that meets or exceeds at least one of the following
criteria:






	 	(a)	 	a short-term issuer rating by S&P of “A-3,” or if no short-term
issuer rating by S&P is available, a long-term issuer rating of “BBB-” by S&P;
	 
	 	(b)	 	a short-term bank deposit rating by Moody’s of “P-3,” or if no
short-term bank deposit rating by Moody’s is available, a long-term bank
deposit rating of “Baa3” by Moody’s;
	 
	 	(c)	 	a financial rating of “125” by IDC;
	 
	 	(d)	 	a financial rating of “C+” by LACE; or
	 
	 	(e)	 	satisfies any other standard determined by Fannie Mae or
Freddie Mac, provided that such other standard is comparable to the rating
requirements set forth above.





          If an account is maintained with a depository institution that satisfies the standards in
clauses (i) and (ii) and has a rating that meets or exceeds at least one of the ratings specified
in clause (iii), that account will be considered an “Eligible Account” even if another organization
rates such depository institution below the minimum level specified. Eligible Accounts may bear
interest. If an account ceases to be an Eligible Account under clause (a) and does not otherwise
qualify under clause (b) or if instructions have not been provided pursuant to clause (c), the
account shall be moved by the Administrator within 5 Business Days to a depository meeting the
foregoing ratings criteria.




          “Eligible Investments” means any one or more of the following obligations or
securities which shall mature, unless payable on demand, no later than the earlier of: (a) 30 days
from the date of purchase or (b) the date that is one Business Day prior to the date on which the
earnings on such obligations or securities are required to be applied pursuant to this Agreement:





     (i) obligations of, or obligations guaranteed as to the full and timely payment
of principal and interest by, the United States;




     (ii) obligations of any agency or instrumentality of the United States that
have a long-term rating or a short-term rating, as applicable, from Standard &



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Poor’s Ratings Services, a division of the McGraw Hill Companies, Inc. (“S&P”),
or from Moody’s Investors Service, Inc. (“Moody’s”), in either case in one of its
two highest ratings categories for long-term securities or in its highest ratings
category for short-term securities;




     (iii) certificates of deposit, time deposits and bankers’ acceptances of any
depository institution or trust company, provided that the short-term securities of
the depository institution or trust company are rated by S&P or Moody’s in the
highest applicable ratings category for short-term securities;




     (iv) commercial paper of any corporation that is rated by S&P or Moody’s in its
highest short-term ratings category;




     (v) asset-backed commercial paper that is rated by S&P or Moody’s in its
highest short-term ratings category;




     (vi) debt securities that have a long-term rating or a short-term rating, as
applicable, from S&P or from Moody’s, in either case in one of its two highest
ratings categories for long-term securities or in its highest ratings category for
short-term securities;




     (vii) money market funds that are rated by S&P or Moody’s in one of its two
highest ratings categories for money market funds;




     (viii) discount notes and other short-term debt obligations issued by Fannie
Mae (but only with respect to funds that are invested on behalf of Fannie Mae),
Freddie Mac (but only with respect to funds that are invested on behalf of Freddie
Mac), a Federal Home Loan Bank, the Federal Home Loan Bank System, the Federal Farm
Credit Bank or another entity that is an agency or instrumentality of the United
States, provided that the issuer then has a long-term rating or short-term rating,
as applicable, from S&P or Moody’s, in either case in one of its two highest ratings
categories for long-term securities or in its highest ratings category for
short-term securities;




     (ix) repurchase agreements on obligations that are either specified in any of
clauses (i), (ii) or (vi) above or are mortgage-backed securities insured or
guaranteed by Fannie Mae (but only with respect to funds that are invested on behalf
of Fannie Mae), Freddie Mac (but only with respect to funds that are invested on
behalf of Freddie Mac) or another entity that is an agency or instrumentality of the
United States; provided that the counterparty to the repurchase agreement is an
entity whose short-term debt securities are rated by S&P or Moody’s in its highest
ratings category for short-term securities; and




     (x) any other investment that is approved by Fannie Mae (but only with respect
to funds that are invested on behalf of Fannie Mae) or Freddie Mac (but only with
respect to funds that are invested on behalf of Freddie Mac) and is rated in one of
the two highest ratings categories of the applicable rating agency



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for long-term securities or the highest ratings category of the applicable
rating agency for short-term securities.



     In each case in which a rating level is required, if the relevant securities, issuer or fund
is rated by both S&P and Moody’s, both such ratings must meet the stated rating level in order for
the requirement to be satisfied. The rating level will not be satisfied by a rating that is the
minimum rating followed by a minus sign.



          “Fannie Mae Securities” means those GSE Securities that are issued by Fannie Mae.




          “First Loss Limit” has the meaning given to such term in Section 1.4 of Exhibit C
“Loss Sharing” to this Agreement.




          “Freddie Mac Securities” means those GSE Securities that are issued by Freddie Mac.




          “Funding Notice” means a written notice, in the form attached as Exhibit B to the
related Purchase Agreement, given by the Administrator on behalf of the GSEs to Treasury’s
Financial Agent requesting the funding of Treasury’s participation in an Advance made under a
Temporary Credit and Liquidity Facility.




          “Funding Payment” means the amount payable by Treasury to a GSE pursuant to Section
3.2 of the applicable Purchase Agreement on account of an Advance.




          “Global Escrow Agreement” means the Global Escrow Agreement, dated as of December 18,
2009, entered into among Fannie Mae, Freddie Mac, the HFA Trustees designated therein and the
Agent.




          “GSE Securities” are the securities issued by each of Fannie Mae and Freddie Mac which
evidence an undivided 50% beneficial ownership interest in Bank Bonds or Program Bonds.




          “GSE Special Closing Counsel” means, with respect to each Series of Program Bonds, the
special counsel to the GSEs identified on Schedule A of the relevant Placement Agreement.




          “GSE Trust” has the meaning given to such term in the recitals of this Agreement.




          “GSE Trust Agreement” has the meaning given to such term in the recitals of this
Agreement.




          “HFA Initiative” has the meaning given to such term in the recitals of this Agreement.







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          “HFA Trustee” means, with respect to each Program Bond Series, the party acting as
indenture trustee under the related indenture and means, with respect to each TCLF, the party
specified as the trustee in the related Reimbursement Agreement.




          “Investment Income” has the meaning given to such term in Section 3(e) of this
Agreement.




          “Legal Deposit” means the legal deposit in the amount of $25,000 wired by an HFA to
the Administrator pursuant to the Letter of Intent, evidencing the intent of the HFA to participate
in the HFA Initiative.




          “Legal Deposit Collection Account” means the segregated non-interest bearing trust
account of that name established for the Legal Deposits received pursuant to a Letter of Intent.




          “Letter of Intent” means the participation letter from a participating HFA to Fannie
Mae and Freddie Mac acknowledging such HFA’s intent to participate in the HFA Initiative.




          “Liquidity Advance” means an advance under a Temporary Credit and Liquidity Facility
to pay for bond purchase tenders relating to the Bank Bonds, which shall include, without
limitation, both a “Liquidity Advance” and a “Mandatory Tender Advance” as such terms are defined
in the applicable Temporary Credit and Liquidity Facility.




          “MOU” has the meaning given to such term in the recitals of this Agreement.




          “New Issue Bond Program” means the program pursuant to which Treasury will purchase
GSE Securities issued by the GSEs and backed by single-family and/or multifamily bonds issued by
state and local HFAs, as described in the New Issue Bond Program Agreement.




          “New Issue Bond Program Agreement” means, (a) with respect to a December settlement,
the New Issue Bond Program Agreement, dated December 9, 2009, among Treasury, Fannie Mae and
Freddie Mac and (b) with respect to a January settlement, the New Issue Bond Program Agreement,
dated December 18, 2009, among Treasury, Fannie Mae and Freddie Mac.




          “Partial Guarantee” means a partial guarantee provided by each GSE in connection with
a GSE Security issued by such GSE.




          “Participation Fee” means the Participation Fee payable to Treasury pursuant to
Section 2.4 of the applicable Purchase Agreement, as such fee is described and calculated in the
TCLF Fee Schedule.




          “Participation Percentage” means the percentage interest of Treasury in the Temporary
Credit and Liquidity Facility which is 100%.




          “Placement Agreement” means, with respect to each Program Bond Series, the Placement
Agreement to be entered into by and among Fannie Mae, Freddie Mac and the




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participating HFA, which provides for the exchange of the Program Bonds for the GSE
Securities.




          “Prime Rate” means a fluctuating rate of interest per annum equal to the base or prime
rate of JPMorgan Chase Bank, N.A. (or its successor in interest).




          “Program Bond Collection Account” means the segregated trust account of that name
established for the Program Bonds received hereunder pursuant to Section 3(b) of this Agreement.
The Administrator may establish sub-accounts of the Program Bond Collection Account if it
determines that such sub-accounts will ease the administration of funds in such account.




          “Program Bond Fee Schedule” means Schedule I attached to this Agreement, as such
schedule may be updated from time to time by the GSEs pursuant to Section 10(d) of this Agreement.




          “Program Bond Guarantee Fee” means, with respect to each GSE and Program Bond Series,
the amount payable to each GSE as set forth on the Program Bond Fee Schedule out of interest
payments on the Program Bonds relating to such Series.




          “Program Bond Series” has the meaning given to such term in the recitals of this
Agreement.




          “Program Bonds” means, collectively, (i) single-family mortgage revenue bonds and/or
multifamily mortgage revenue bonds issued to the GSEs by the HFAs in exchange for the GSE
Securities under the New Issue Bond Program and (ii) any Release Bonds accepted by the
Administrator pursuant to Section 5(c) of this Agreement.




          “Program Losses” mean, with respect to each Distribution Date, the aggregate amount of
all Transaction Losses incurred up to such date under the Temporary Credit and Liquidity Facility
Program and the New Issue Bond Program.




          “Purchase Agreement” means, with respect to the Credit and Liquidity Facility Fee and
each Bank Bond, each related Agreement to Purchase Participation by and among Treasury, Fannie Mae
and Freddie Mac (as it may be amended, restated or otherwise modified from time to time in writing
by the parties thereto).




          “Purchase Notice” has the meaning given to such term in Section 6(c) of this
Agreement.




          “Reimbursement Agreement” means, with respect to each Temporary Credit and Liquidity
Facility, the related Reimbursement Agreement among the GSEs, the related HFA Trustee and the
related HFA with respect to such Temporary Credit and Liquidity Facility (as it may be amended,
restated or otherwise modified from time to time in writing by the parties thereto).




          “Release Bond” has the meaning given to such term in Section 5(c) of this Agreement.







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          “Release Date” means, with respect to each Release Bond, the date specified as the
Release Date in the related Supplemental Indenture.




          “Remarketing Agent” means the party specified as the “Remarketing Agent” in Schedule I
attached to the related Reimbursement Agreement.




          “Remarketing Proceeds” has the meaning given to such term in Section 6(c) of this
Agreement.




          “Sale Date” has the meaning given to such term in Section 6(c) of this Agreement.




          “Series” means either a Bank Bond Series or Program Bond Series, as applicable.




          “Series Distribution Amount” has the meaning given to such term in Section 8(a) of
this Agreement.




          “Services Agreement” means the Services Agreement, dated as of December 9, 2009, among
Fannie Mae, Freddie Mac and U.S. Bank National Association.




          “Settlement Agreement” means, with respect to each Program Bond Series, the Settlement
Agreement to be entered into among the participating HFA, the GSEs, Treasury and the Closing Agent.




          “Supplemental Indenture” means the supplemental indenture, resolution and/or appendix
to the indenture entered into in connection with the issuance of the Program Bonds.




          “TCLF Fee Collection Account” means the segregated trust account of that name
established to collect any Credit and Liquidity Facility Fees received hereunder pursuant to
Section 3(b) of this Agreement. The Administrator may establish sub-accounts of the TCLF Fee
Collection Account if it determines that such sub-accounts will ease the administration of funds in
such account.




          “TCLF Fee Schedule” means Schedule II attached to this Agreement, as such schedule may
be updated from time to time by the GSEs pursuant to Section 11(f) of this Agreement.




          “Temporary Credit and Liquidity Facility” or “TCLF” means any Irrevocable
Standby Temporary Credit and Liquidity Facility issued by the GSEs in favor of the respective HFA
Trustee.




          “Temporary Credit and Liquidity Facility Program” means the program under which
Treasury may purchase GSE Securities evidencing a participation interest in a TCLF and any related
Bank Bonds.




          “Temporary Legal Deposit Escrow Agreement” means the Escrow Agreement, dated November
20, 2009, among the GSEs and U.S. Bank National Association.







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          “Temporary Legal Deposit Escrow Account” means the account established by U.S. Bank
National Association pursuant to the Temporary Legal Deposit Escrow Agreement, in order to hold
certain Legal Deposits.




          “Tender Agent” means the party designated as the “Tender Agent” in the related
Reimbursement Agreement.




          “Transaction Loss” means (a) with respect to the New Issue Bond Program, the amount
calculated pursuant to Section 1.6 of Exhibit C, “Loss Sharing” of this Agreement as the loss
realized on a Program Bond and (b) with respect to the Temporary Credit and Liquidity Facility
Program, the amount calculated pursuant to Section 1.6 of Exhibit C, “Loss Sharing” of this
Agreement as the loss realized on a Temporary Credit and Liquidity Facility.




          “Treasury’s Financial Agent” means JPMorgan Chase Bank, N.A., as Treasury’s financial
agent or such other party as Treasury may appoint for such purpose from time to time.




          VRDO” means a variable rate demand obligation bond issued by an HFA.




          Defined terms include, as appropriate, all genders and the plural as well as the singular.
The words “herein,” “hereof,” “hereto,” “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular section, or other subdivision of this Agreement.
The term “including” and all its variations mean “including but not limited to.” Except when used
in conjunction with the word “either” the word “or” is always used inclusively (for example, the
phrase “A or B” means “A or B or both,” not “either A or B but not both”). Any term that relates
to a document or a statute, rule, or regulation includes any amendments, modifications, supplements
or any other changes that may have occurred since the document, statute, rule or regulation came
into being, including changes that occur after the date of this Agreement. Unless a provision is
restricted as to time or limited as to frequency, all provisions under this Agreement are
implicitly available from time to time. In the computation of a period of time from a specified
date to a later specified date or an open-ended period, the word “from” means “from and including”
and the words “to” or “until” mean “to but excluding,” Likewise, in setting deadlines or other
periods, “by” means “on or before,” and “after” means “from and after”.




          With respect to the calculation of the Administrator Fee, the Bank Bond Additional Interest,
the Bank Bond Guarantee Fee, the Bank Bond Securitization Fee, the Credit and Liquidity Facility
Fee and the Participation Fee, all calculations shall be made with respect to any related VRDOs on
an actual/actual basis unless the day count relating to such VRDO is otherwise stated in the
applicable Reimbursement Agreements in which case the day count convention applicable to such VRDOs
shall apply with respect to such calculations.




          Section 2. Appointment.




          The GSEs hereby appoint the Administrator to act as custodian, collection agent, calculation
agent and administrator with respect to the Bonds, the GSE Securities, the Custodial Receipts, the
Reimbursement Agreements and the TCLFs, as the case may be, and to provide the administrative and
other services with respect to the Bonds, the GSE Securities, the Custodial Receipts, the
Reimbursement Agreements and the TCLFs for the period and on the terms set






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forth in this Agreement. Freddie Mac hereby appoints the Administrator to act as paying agent
with respect to the Freddie Mac Securities. The Administrator hereby accepts such appointments and
agrees during such period to provide or procure the services herein set forth for the compensation
herein provided.




          Section 3. Administrator to Act as Custodian; Collection Accounts.




               (a) From time to time, the GSEs will deposit, or cause to be deposited, with the
Administrator, in its capacity as custodian hereunder, certain Bonds to be held by, and in the name
of, the Administrator for the benefit of the GSEs. The GSEs shall cause the beneficial ownership
of each Bond to be electronically transferred to the Administrator through the auspices of the DTC,
thereby causing the Administrator to have the rights to receive all the Bond Payments relating
thereto. With respect to each Bond received hereunder, the Administrator shall concurrently, and
in accordance with the provisions of this Agreement, execute and deliver to each GSE, a Custodial
Receipt in accordance with Section 4 below.



               (b) The Administrator shall accept each Bond delivered to it hereunder and its related Bond
Payments and any Bank Bond Additional Interest as custodian on behalf of the GSEs, and shall hold
the Bonds in a segregated trust account in accordance with the terms of this Agreement. Each such
trust account shall be captioned to reflect the fact that the Bonds are held by the Administrator
on behalf of, and for the sole benefit of, the GSEs. With respect to the Program Bonds, the
Administrator shall hold the Bond Payments relating to each Series in a segregated trust account
(referred to herein as the “Program Bond Collection Account”) separate from all other
assets of the Administrator or any other person and pending distribution in each case in accordance
with the terms of this Agreement. With respect to the Bank Bonds, the Administrator shall hold the
related Bond Payments and Bank Bond Additional Interest relating to each Bank Bond (or, in the
event such Bank Bond is included in a securitization, relating to the applicable Bank Bond Series)
in a segregated trust account (such account referred to herein as the “Bank Bond Collection
Account”) separate from all other assets of the Administrator or any other person and pending
distribution in each case in accordance with the terms of this Agreement. The Administrator shall
also accept and hold the Credit and Liquidity Facility Fees in a segregated trust account (such
account referred to herein as the “TCLF Fee Collection Account”) separate from all other
assets of the Administrator or any other person in accordance with Section 6 below pending
distribution in accordance with the terms of this Agreement. The Administrator shall cause its
records to reflect beneficial ownership of the Bond Payments on behalf of the GSEs as owners of the
Custodial Receipts; provided, however, that the Administrator acknowledges that the GSEs intend to
create from time to time GSE Securities backed by the Bonds (and the Bond Payments received with
respect to the Bonds less the applicable fees and other amounts payable in accordance with this
Agreement), in which case the records of the Administrator shall reflect that such Bonds and
related Bond Payments are beneficially owned by the related Trust. The Administrator shall accept
and hold the Legal Deposits in a segregated trust account (referred to herein as the “Legal
Deposit Collection Account”) separate from all other assets of the Administrator or any other
person in accordance with Section 5(b) and Section 6(f) of this Agreement pending distribution in
accordance with the terms of this Agreement. The Legal Deposit Collection Account shall be a
non-interest bearing account and may be the same account as the Temporary Legal Deposit Escrow
Account. Each



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of the Bank Bond Collection Account, the Legal Deposit Collection Account, the Program Bond
Collection Account and the TCLF Fee Collection Account shall be an Eligible Account.



               (c) The Administrator shall hold the Bonds and Bond Payments received with respect thereto in
custody for the GSEs and/or the related GSE Trusts only, and shall not (nor have the authority to)
assign, transfer, sell, pledge, set-off or otherwise dispose of the Bonds, Bond Payments and parts
thereof or interests therein except as expressly provided hereunder or as required by applicable
law.



               (d) From and after the receipt of each Bond by the Administrator pursuant to this Section 3
and for so long as such Bond is subject to the terms of this Agreement, the Administrator hereby
agrees to forward promptly to each of the GSEs and to Treasury (or their respective designated
agents) any correspondence, notices, requests for action or other similar communications received
by the Administrator with respect to such Bond, including, without limitation, any notice of any
default or acceleration of payment. In connection therewith, the Administrator hereby agrees to
vote, give directions or otherwise act in accordance with the written instructions provided by the
applicable Decision Control Party with respect to any such matters submitted to the GSEs and
Treasury pursuant to this Section 3(d). The Administrator shall not take any action under this
Section 3(d) except in accordance with written instructions provided to an Authorized Officer on a
timely basis by the applicable Decision Control Party. The Administrator shall provide written
notice to the GSEs and Treasury’s Financial Agent whenever the Crossover Date occurs (which notice
shall be in the next succeeding monthly Remittance Report prepared by the Administrator). Pursuant
to the New Issue Bond Program Agreement and the Purchase Agreement, Treasury will agree to consult
with the GSEs, and the GSEs will agree to make recommendations to Treasury, with respect to any
matters under this Agreement with respect to which Treasury is acting as the Decision Control Party
and, conversely, the GSEs will agree to consult with Treasury, and Treasury will agree to make
recommendations to the GSEs, with respect to any matters under this Agreement with respect to which
the GSEs are acting as the Decision Control Party.



               (e) The Administrator shall at the direction of the GSEs invest the funds held in a Collection
Account (other than the Legal Deposit Collection Account, which shall remain uninvested) in one or
more Eligible Investments. Any investment of funds shall be made in the name of the Administrator
as bailee of and custodian for the GSEs and/or the GSE Trusts in accordance with the terms of this
Agreement. The Administrator shall be entitled to sole possession over each such investment, and
any certificate or other instrument evidencing any such investment shall be delivered directly to
the Administrator or its agent, together with any document of transfer necessary to transfer title
to such investment to the Administrator as custodian for the benefit of the GSEs and/or the GSE
Trusts. In the event amounts on deposit in a Collection Account are at any time invested in an
Eligible Investment payable on demand, the Administrator shall:




	 	(i)	 	consistent with any notice required to be given
thereunder, demand that payment thereon be made on the last day such
Eligible Investment may otherwise mature hereunder in an amount equal
to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and




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	 	(ii)	 	demand payment of all amounts due thereunder
promptly upon determination by an Authorized Officer of the
Administrator that such Eligible Investment would not constitute an
Eligible Investment in respect of funds thereafter on deposit in the
related Collection Account.





          All income and gain realized from the investment of funds in a Collection Account (the
“Investment Income”) shall be for the benefit of the GSEs. The Administrator shall
allocate the Investment Income between the GSEs and/or the GSE Trusts in a manner that gives effect
to the additional Business Day of investment with respect to funds the earnings on which are to be
distributed to Freddie Mac. In the event that any loss occurs with respect to any Eligible
Investment, such loss shall be offset against any fees owed to the GSEs hereunder. To the extent
that the fees owed to the GSEs are not sufficient to pay any such losses, each GSE shall remit to
the Administrator their ratable share of such loss which will then be deposited into the related
Collection Account.




               (f) Upon execution of this Agreement, each of the GSEs shall provide a list of Authorized
Persons to the Administrator, which such list shall be substantially in the form attached as
Exhibit D to this Agreement. The list of Authorized Persons may be updated from time to time in
writing by the GSEs. Any notifications or instructions pursuant to this Agreement must be from an
Authorized Person.



               (g) The Administrator shall provide access to the information regarding the Program Bonds and
TCLFs that is available on the Administrator’s internet website to Treasury and any of its
designated agents.



          Section 4. Custodial Receipts.




               (a) Unless otherwise agreed to in writing by the GSEs, the Administrator shall, with respect
to the Bonds delivered to the Administrator hereunder, promptly execute and deliver a Custodial
Receipt to each of the GSEs (or their designated agents) that represent in the aggregate the same
principal amount represented by the related Bonds. At a reasonable time prior to the issuance of
the Custodial Receipts, each GSE shall cause written instructions to be furnished to the
Administrator as to the names and addresses to which such Custodial Receipts initially shall be
delivered, the date such Custodial Receipts are to be dated, and such other information as may be
reasonably requested by the Administrator in connection with the preparation of the Custodial
Receipts. Unless otherwise agreed to in writing by the Administrator and the GSEs, the
Administrator shall hold the Custodial Receipts issued hereunder on behalf of the GSEs and/or the
GSE Trusts. Each Custodial Receipt delivered with respect to the Bonds will be issued to each GSE
in a manner such that the Custodial Receipt received by each GSE states that each GSE and/or the
GSE Trusts holds an undivided 50% beneficial ownership interest in the Bonds identified on Schedule
A of each such Custodial Receipt; it being understood that a Custodial Receipt issued hereunder may
also relate to more than one Bond (provided, however, that a single Custodial Receipt shall not
relate to both Bank Bonds and Program Bonds).



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               (b) The Custodial Receipts shall be substantially in the form set forth in Exhibit A hereto,
with all appropriate insertions, modifications and omissions. The Custodial Receipts shall be
executed by the Administrator by the manual signatures of an Authorized Officer of the
Administrator. No Custodial Receipt shall be entitled to any benefit under this Agreement or be
valid or obligatory for any purpose, unless it shall have been executed by the Administrator by
manual signature of an Authorized Officer. In case any Authorized Officer whose signature shall
appear on any Custodial Receipt shall cease to be an Authorized Officer, such signature shall
nevertheless be valid and sufficient for all purposes as if such person had remained in office.



               (c) The Custodial Receipts shall not evidence any financial obligation of the GSEs, the GSE
Trusts or the Administrator except the Administrator’s obligation to distribute the amounts
required hereunder without making any deduction whatsoever, other than as expressly provided in
this Agreement.



               (d) In the event a Custodial Receipt is mutilated, lost, stolen or destroyed, the
Administrator may execute and make available for delivery a replacement Custodial Receipt;
provided, that in the case of any mutilated Custodial Receipt, such mutilated Custodial Receipt
must first be surrendered to the Administrator together with any fees or expenses reasonably
incurred by the Administrator to replace such mutilated Custodial Receipt. In the case of any lost,
stolen or destroyed Custodial Receipt, there must first be furnished to the Administrator evidence
of such loss, theft or destruction reasonably satisfactory to the Administrator, together with an
indemnity reasonably satisfactory to it with respect to any fees or expenses reasonably incurred by
the Administrator in connection with the replacement of such Custodial Receipt.



          Section 5. The New Issue Bond Program; Receipt of Payments.




               (a) The Administrator shall deposit each Bond Payment received by the Administrator on the
Program Bonds in the Program Bond Collection Account no later than the close of business on the day
of receipt (unless such amounts were received after 1:00 PM, New York time, in which case such Bond
Payments shall be deposited on the next Business Day). The Administrator’s records shall reflect
the amounts in the Program Bond Collection Account as they relate to each Program Bond. The
Administrator shall use all commercially reasonable efforts to collect all distributions due with
respect to the Program Bonds and, consistent with such efforts, follow the procedures described in
the following sentence. If the Administrator shall not have received a Bond Payment with respect
to a Program Bond by the first Business Day after the date on which such distribution was due and
payable pursuant to the terms of the Program Bond, the Administrator shall promptly notify the GSEs
and Treasury’s Financial Agent, request such payment from the applicable HFA Trustee as promptly as
possible in accordance with law and shall, subject to the next sentence of this paragraph, take
such legal action as directed in writing by the applicable Decision Control Party. In such event,
the fees and expenses and costs of prosecuting such action and any liability resulting therefrom
(including reasonable attorney fees and expenses) shall be expenses, costs and liabilities of the
applicable Decision Control Party and the Administrator shall be entitled to be reimbursed therefor
out of amounts on deposit in the Program Bond Collection Account that are otherwise due hereunder
to such Decision Control Party.



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               (b) With respect to each Program Bond contemplated to be held hereunder, the GSEs shall direct
the HFAs to deliver the Legal Deposit required under the applicable Letter of Intent to the
Administrator (other than with respect to those HFAs that previously delivered their Legal Deposit
to the Administrator and which Legal Deposits were deposited into the Temporary Legal Deposit
Escrow Account in accordance with the terms of the Temporary Legal Deposit Escrow Agreement). The
Administrator shall transfer each Legal Deposit in the Temporary Legal Deposit Escrow Account
relating to the Program Bonds to the Legal Deposit Collection Account concurrently with the
execution of this Agreement. The Administrator shall deposit and credit all other Legal Deposits
relating to the Program Bonds received hereunder to the Legal Deposit Collection Account no later
than the close of business on the day of receipt (unless such amounts were received after 1:00 PM,
New York time, in which case such Legal Deposit shall be deposited on the next Business Day). The
Administrator shall hold all Legal Deposits relating to the Program Bonds in accordance with this
Agreement pending distribution pursuant to the terms of the related Letter of Intent, the
Settlement Agreement and this Agreement.



               (c) From time to time, an HFA or HFA Trustee, pursuant to the related Supplemental Indenture,
may provide notice to the Administrator that, among other things, funds being held in escrow are to
be released in connection with a Conversion of a Program Bond. In connection therewith, the
related HFA and HFA Trustee may arrange for the delivery of a new Bond to the Administrator (such
Bond, the “Release Bond”). The Administrator shall confirm the principal balance of each
Release Bond delivered to it under this Agreement and shall accept such Release Bond only if (i)
the principal amount of such Release Bond is equal to the principal amount of the related Bond(s)
(or portion thereof) already being held under this Agreement and that are proposed for Conversion
and (ii) the aggregate principal amount of the Bonds immediately prior to the release would be the
same as the aggregate principal amount of the Bonds immediately after the release. Upon accepting
any Release Bond, the Administrator shall (i) notify the GSEs of its acceptance of such Release
Bond, including providing notice to the GSEs of each new CUSIP relating to the Release Bond and the
CUSIP of the Bond being replaced and the applicable interest rate on such Release Bond, (ii)
deliver a new Custodial Receipt to each GSE (or update the schedule attached to the applicable
Custodial Receipts accordingly) to reflect that the Administrator is holding the new Release Bond
on behalf of the GSEs, (iii) update its own records to reflect that it is holding the Release Bond
on behalf of the GSEs or the GSE Trusts and (iv) administer the Release Bond for all other purposes
in the same manner as other Bonds being administered pursuant to this Agreement. In connection
with each Release Date, the Administrator shall collect from the related HFA the $7,500 fee payable
to the applicable GSE Special Closing Counsel and shall distribute such amount less any amounts
retained by the Administrator to pay the fees of DTC in connection with the Release Date on such
Release Date to such GSE Special Closing Counsel in accordance with the wire instructions set forth
in the related Settlement Agreement or such other wire instructions as provided by such GSE Special
Closing Counsel.



          Section 6. The Temporary Credit and Liquidity Facility Program; Receipt of Payments;
Funding Notices.




               (a) The Administrator shall deposit each Bond Payment received by the Administrator on the
Bank Bonds in the Bank Bond Collection Account no later than the close of



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business on the day of receipt (unless such amounts were received after 1:00 PM, New York
time, in which case such Bond Payments shall be deposited on the next Business Day). The
Administrator’s records shall indicate how the amounts in the Bank Bond Collection Account relate
to each Bank Bond being held pursuant to this Agreement. The Administrator shall use all
commercially reasonable efforts to collect all Bond Payments due with respect to the Bank Bonds
and, consistent with such efforts, follow the procedures described in the following sentence. If
the Administrator shall not have received a distribution with respect to a Bank Bond by the first
Business Day after the date on which such distribution was due and payable pursuant to the terms of
the Bank Bond, the Administrator shall promptly notify the GSEs and Treasury, request such payment
from the applicable HFA Trustee as promptly as possible in accordance with law and shall, subject
to the next sentence of this paragraph, take such legal action as directed in writing by the
applicable Decision Control Party. In such event, the fees and expenses and costs of prosecuting
such action and any liability resulting therefrom (including attorneys fees and expenses) shall be
expenses, costs and liabilities of the applicable Decision Control Party, and the Administrator
shall be entitled to be reimbursed therefor out of amounts on deposit in the Bank Bond Collection
Account that are otherwise due hereunder to the GSEs or Treasury, as applicable.



               (b) With respect to each TCLF being administered hereunder, the GSEs shall direct the HFAs to
deliver to the Administrator the related Credit and Liquidity Facility Fees, Bank Bond Additional
Interest and other fees and expenses due to the GSEs under the applicable Reimbursement Agreement.
The Administrator shall deposit and credit each Credit and Liquidity Facility Fee in the TCLF Fee
Collection Account no later than the close of business on the day of receipt (unless such amounts
were received after 1:00 PM, New York time, in which case such Credit and Liquidity Facility Fee
shall be deposited on the next Business Day) and shall hold such amounts pending distribution
pursuant to the terms of this Agreement. The Administrator’s records shall reflect the amounts in
the TCLF Fee Collection Account that are represented by the Credit and Liquidity Facility Fees and
other fees and expenses for each TCLF administered hereunder. The Administrator shall deposit and
credit the Bank Bond Additional Interest to the Bank Bond Collection Account no later than the
close of business on the day of receipt (unless such amounts were received after 1:00 PM, New York
time, in which case such fee shall be deposited on the next Business Day) and shall hold such
amounts in accordance with this Agreement pending distribution pursuant to the terms of this
Agreement. The Administrator’s records shall reflect the amounts in the Bank Bond Collection
Account that are represented by Bank Bond Additional Interest. If the Administrator shall not have
received a Credit and Liquidity Facility Fee or the Bank Bond Additional Interest by the first
Business Day after the date on which such fee was due and payable pursuant to the terms of the
related Reimbursement Agreement, the Administrator shall promptly notify the GSEs and Treasury and
take such action as directed in writing by the Decision Control Party; provided, that any fees and
expenses and costs of prosecuting such action and any liability resulting therefrom (including
reasonable attorney fees and expenses) shall be expenses, costs and liabilities of the Decision
Control Party as provided in the related Purchase Agreement.



               (c) On any Business Day on which a Remarketing Agent delivers a notice (a “Purchase
Notice”) to the Administrator and to the GSEs, stating that it has located a purchaser for some
or all of the Bank Bonds for purchase on a specified subsequent Business Day (a “Sale
Date”), the Administrator will coordinate with the respective HFA Trustee or



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Tender Agent to complete the withdrawal and delivery of such amount of Bank Bonds necessary to
complete the remarketing requested. On the Sale Date for any Bank Bonds, in accordance with the
related Reimbursement Agreement, the applicable HFA shall pay to the Administrator any Differential
Interest Amount that has accrued with respect to such Bank Bonds. The GSEs or the Administrator at
the direction of the GSEs shall direct the Tender Agent or the HFA Trustee, as applicable, for any
of the Bank Bonds to deliver the remarketing proceeds (the “Remarketing Proceeds”) to the
Administrator. The Administrator shall deposit the Remarketing Proceeds in the Bank Bond
Collection Account no later than the close of business on the day of receipt (unless such amounts
were received after 1:00 PM, New York time, in which case such Remarketing Proceeds shall be
deposited on the next Business Day). As promptly as practical, the Administrator shall notify
Treasury and Treasury’s Financial Agent of receipt of Remarketing Proceeds and withdraw an amount
equal to such Remarketing Proceeds out of the Bank Bond Collection Account and remit such amount to
Treasury (or Treasury’s Financial Agent) in accordance with Section 11(d) of this Agreement.



               (d) In the event a GSE is required to make a Credit Advance or a Liquidity Advance under a
TCLF, the related HFA (or HFA Trustee on behalf of the HFA) will deliver the notice required under
the TCLF for such Advance to the GSEs (with a copy to the Administrator). The Administrator shall
request a Funding Payment from Treasury by delivering the Funding Notice on behalf of the GSEs to
Treasury’s Financial Agent by 12:00 noon, New York time, on the day that the Funding Payment is
requested in the Funding Notice, all in accordance with Section 3.2 of the related Purchase
Agreement. Pursuant to each Purchase Agreement, Treasury has agreed to wire to the Administrator
the Funding Payment by 2:00 PM, New York time, on the date that the GSEs are required to make the
related Advance (provided that prior to such time the GSEs have made the related Advance out of
their own funds). The Administrator shall remit each GSE’s pro rata share of the Funding Payment
to the GSEs no later than 5:00 PM, New York time, on the day the Funding Payment was received,
regardless of whether the Administrator is able to reconcile such amounts prior to remitting them
to the GSEs. Any Funding Payments that were remitted to the GSEs without being reconciled shall be
reconciled by the Administrator on the following Business Day.



               (e) From time to time, an HFA will, pursuant to Section 2 of the related Reimbursement
Agreement, remit to the Administrator amounts representing reimbursements for Advances made by the
GSEs and/or Treasury (such amounts, “Advance Reimbursements”). In the event that Treasury
has made a Funding Payment with respect to such Advance in accordance with Section 6(d) above, the
Administrator shall promptly remit the related Advance Reimbursement to Treasury’s Financial Agent
no later than 5:00 PM, New York time. In the event that Treasury failed to advance Treasury’s
Participation Percentage in the Advance pursuant to Section 6(d) above, the Administrator shall
remit the Advance Reimbursements to the GSEs, pro rata, based upon the outstanding Advances owed to
GSEs with respect to the related TCLF.



               (f) With respect to each TCLF contemplated to be issued, the GSEs shall direct the HFAs to
deliver the Legal Deposit required under the applicable Letter of Intent to the Administrator
(other than with respect to those HFAs that previously delivered their Legal Deposit to the
Administrator and which Legal Deposits were deposited into the Temporary Legal Deposit Escrow
Account in accordance with the terms of the Temporary Legal Deposit Escrow



-19-









 







Agreement). The Administrator shall transfer each Legal Deposit in the Temporary Legal
Deposit Escrow Account relating to the TCLFs into the Legal Deposit Collection Account concurrently
with the execution of this Agreement. The Administrator shall deposit and credit all other Legal
Deposits relating to the TCLFs received hereunder to the Legal Deposit Collection Account no later
than the close of business on the day of receipt (unless such amounts were received after 1:00 PM,
New York time, in which case such Legal Deposit shall be deposited on the next Business Day). The
Administrator shall hold all Legal Deposits relating to the TCLFs pending distribution pursuant to
the terms of the related Letter of Intent and this Agreement.



          Section 7. Dissolution of the GSE Securities.




          Each GSE hereby agrees to provide written notice to the Administrator in the event that (i)
Treasury (or its designated agent) elects pursuant to the related GSE Trust Agreement to (1)
dissolve any GSE Securities relating to any Custodial Receipts delivered hereunder or (2) withdraw
a Program Bond from the related securitization or (ii) the Bank Bonds are to be withdrawn from a
related securitization and remarketed as VRDOs having the benefit of the TCLF. Such notice shall
include the affected GSE Security CUSIP and the CUSIP for the related Program Bonds. In connection
therewith, the GSEs hereby agree to cause the related Custodial Receipts and applicable GSE
Securities (upon surrender from Treasury) to be surrendered to the Administrator. Subject to the
last sentence of this paragraph, the Administrator shall within two Business Days of receipt of
such Custodial Receipts and related GSE Securities (i) cancel and destroy or appropriately annotate
(or replace the schedule of) such Custodial Receipts and GSE Securities (in accordance with the
procedures established under the related Trust Agreement and the standard procedures of the
Administrator) and (ii) deliver the related Program Bonds to Treasury’s designee or deliver the
related Bank Bonds to the GSEs or as directed by the GSEs, as applicable.




          Section 8. Administrator to Act as Calculation Agent.




               (a) The Administrator hereby acknowledges that from time to time, the GSEs will issue various
Series of GSE Securities that relate to the Bonds being held hereunder. The Administrator is
hereby appointed by the GSEs to act as calculation agent with respect to each Series of GSE
Securities and to distribute amounts held hereunder in accordance with Section 9 and Section 10
below. With respect to each Series of GSE Securities and Distribution Date, the Administrator
shall, based upon the information received by the Administrator from the HFAs and the HFA Trustees
with respect to the Bonds relating to such Series, promptly calculate the amount of principal and
interest (which, for avoidance of doubt, is calculated after taking into account the fees and
expenses paid pursuant to Section 10 and Section 11 of this Agreement) that is required to be paid
to Treasury under the related Trust Agreement (such amount, the “Series Distribution
Amount”).



               (b) The Administrator shall distribute the Series Distribution Amount for each Series of GSE
Securities relating to the Program Bonds in accordance with Section 9 of this Agreement to the
extent that amounts credited to the Program Bond Collection Account are sufficient therefor (after
accounting for (with respect to the distributions pursuant to Section



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9(a)) or distributing (with respect to distributions pursuant to Section 9(b)), as applicable)
(i) any fees paid pursuant to Section 10 of this Agreement, (ii) any amounts payable to the
Administrator from the Program Bond Collection Account pursuant to Section 5(a) of this Agreement
and (iii) any amounts payable from the Program Bond Collection Account pursuant to Section 11(b) as
a result of a Bank Bond Fee Shortfall for such Distribution Date). The Administrator shall
distribute the Series Distribution Amount for each Series of GSE Securities relating to the Bank
Bonds in accordance with Section 9 of this Agreement to the extent that amounts credited to the
Bank Bond Collection Account are sufficient therefor (after distributing (i) any fees paid pursuant
to Section 11 of this Agreement and (ii) any amounts payable to the Administrator from the Bank
Bond Collection Account pursuant to Section 6(a) hereof.



               (c) In the event that the Bank Bonds being held by the Administrator pursuant to this
Agreement are not securitized, the Administrator shall distribute on the applicable Distribution
Date to each GSE and to Treasury their pro rata share of the related Bond Payments (after taking
into account the amounts payable pursuant to Section 6(a) or Section 11 of this Agreement).



               (d) The Administrator hereby agrees to promptly provide Treasury and its designated agent any
information that either may reasonably request relating to the Administrator’s calculations of the
fees set forth on the Program Bond Fee Schedule and TCLF Fee Schedule, which may be provided by
including such information in the Remittance Reports; provided, however, such information must be
sufficient for Treasury or its designated agent to determine whether such calculations performed
under this Agreement were accurate.



               (e) Unless otherwise stated herein, all calculations to be performed under this Agreement in
connection with any distributions to be made hereunder will be determined as of the Determination
Date preceding the related Distribution Date.



          Section 9. Administrator to Distribute Series Distribution Amounts to Fannie Mae;
Administrator to Act as Paying Agent for Freddie Mac.




               (a) On the Business Day prior to each Distribution Date, the Administrator shall remit to
Fannie Mae any Series Distribution Amounts that relate to the Fannie Mae Securities.



               (b) The Administrator is hereby appointed by Freddie Mac to act as initial paying agent with
respect to each Series of Freddie Mac Securities. The Administrator shall distribute the Series
Distribution Amounts that relate to the Freddie Mac Securities in accordance with the terms and
timing set forth in the related Trust Agreements and in this Agreement.



          Section 10. Program Bond Fees.




               (a) On or prior to the Business Day prior to each Distribution Date, the Administrator shall
calculate in accordance with the Program Bond Fee Schedule:




	 	(i)	 	the Administrator Fee relating to the New Issue Bond
Program;




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	 	(ii)	 	the Program Bond Guarantee Fee due to each GSE
(which is net of the Administrator Fee in clause (i) above);
and
	 
	 	(iii)	 	any shortfall with respect to the Program Bond
Guarantee Fee due to the GSEs on such Distribution Date.





               (b) On the Business Day prior to each Distribution Date, and prior to making any distributions
hereunder pursuant to Section 9 above, the Administrator shall withdraw (on the date the applicable
funds are required to be disbursed as further provided for in this Agreement) the Program Bond
Guarantee Fees due to the GSEs out of the interest payments in the Program Bond Collection Account
and from such amounts, (i) pay itself the Administrator Fee relating to the Program Bonds for such
Distribution Date and any related unpaid Administrator Fees from prior Distribution Dates and (ii)
then, remit (on the Business Day prior to such Distribution Date with respect to Fannie Mae and on
the applicable Distribution Date with respect to Freddie Mac) to each GSE its pro rata share of the
Program Bond Guarantee Fees relating to such Distribution Date (less the fees paid pursuant to
clause (i) and less any amounts required to offset any losses in connection with Eligible
Investments as described in Section 3(e)). In the event that amounts available in the Program Bond
Collection Account are not sufficient to pay the amounts due to the Administrator and/or the GSEs
hereunder, such shortfall shall be carried forward without interest and paid to the Administrator
and/or the GSEs on the next Distribution Date (or, with respect to Fannie Mae, the Business Day
prior to such Distribution Date) on which such funds are available.



               (c) On each Distribution Date (or, the Business Day prior to such Distribution Date in the
case of Fannie Mae), the Administrator shall distribute each GSE’s ratable share (subject to
adjustment in accordance with Section 3(e)) of the Investment Income derived from the Program Bond
Collection Account to the GSEs.



               (d) The GSEs shall provide the Administrator with the Program Bond Fee Schedule and shall on
or prior to the fifth Business Day prior to each Distribution Date, provide the Administrator with
any revisions or updates necessary to the Program Bond Fee Schedule in order for the Administrator
to calculate the fees set forth on such schedule. The Program Bond Fee Schedule shall be delivered
to the Administrator in the manner (and format) mutually agreed to by the parties to this Agreement
(although the Program Bond Fee Schedule may be delivered in one or more counterparts, each of which
shall be deemed to be a part of this Agreement).



               (e) On the second settlement date for the New Issue Bond Program (which is expected to be
January 12, 2010), the Administrator shall withdraw and pay itself from amounts otherwise expected
to be payable to the GSEs hereunder (i) the Closing Agent Fee and (ii) any fees and expenses due to
the Administrator pursuant to the Services Agreement.



          Section 11. TCLF and Bank Bond Fees.




               (a) On or prior to the Business Day prior to each Distribution Date, the Administrator shall
calculate in accordance with the TCLF Fee Schedule:



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	 	(i)	 	the
Administrator Fee relating to the Bank Bonds and the
administration of the TCLF;
	 
	 	(ii)	 	the Bank
Bond Additional Interest;
	 
	 	(iii)	 	the Bank
Bond Guarantee Fee due to each GSE (which is net of
the Administrator Fee in clause (i) above);
	 
	 	(iv)	 	the Bank
Bond Securitization Fee (subject to Section 11(c)
below) due to the GSEs;
	 
	 	(v)	 	the
Participation Fees that are due to Treasury under
each Purchase Agreement;
	 
	 	(vi)	 	the Bank
Bond Fee Shortfall (if any); and
	 
	 	(vii)	 	the Credit
and Liquidity Facility Fee.





               (b) On the Business Day prior to each Distribution Date, and prior to making any distributions
hereunder pursuant to Section 9 above, the Administrator shall withdraw (on the date the applicable
funds are required to be disbursed as further provided for in this Agreement) an amount equal to
the Bank Bond Guarantee Fees and Bank Bond Securitization Fees out of amounts on deposit in the
Bank Bond Collection Account represented by interest payments received on the Bank Bonds and (i)
first, pay itself the Administrator Fee relating to the Bank Bonds out of such Bank Bond Guarantee
Fees and Bank Bond Securitization Fees and any related unpaid Administrator Fees from prior
Distribution Dates and (ii) second, remit (on the Business Day prior to such Distribution Date with
respect to Fannie Mae and on the applicable Distribution Date with respect to Freddie Mac) to each
GSE, its pro rata share of the Bank Bond Guarantee Fees and Bank Bond Securitization Fees (less the
fees paid pursuant to clause (i) and less any amounts required to offset any losses in connection
with Eligible Investments as described in Section 3(e)). In the event that interest payments in
the Bank Bond Collection Account are insufficient to fund the Bank Bond Guarantee Fees and Bank
Bond Securitization Fees due to the GSEs in such month (the “Bank Bond Fee Shortfall”), the
Administrator shall charge such shortfall against (i) first the Participation Fee and Bank Bond
Additional Interest otherwise payable to Treasury hereunder and then (ii) interest payments
received on the Program Bonds in the Program Bond Collection Account. In the event that amounts
available in the Collection Accounts are not sufficient to pay the amounts due to the Administrator
and/or the GSEs hereunder, such shortfall shall be carried forward without interest and paid to the
Administrator and/or the GSEs on the next Distribution Date (or, with respect to Fannie Mae, the
Business Day prior to such Distribution Date) on which such funds are available.



               (c) The Bank Bond Securitization Fees are payable only in the event that any of the Bank Bonds
being held pursuant to this Agreement are securitized in accordance with Section 2.9 of the related
Purchase Agreement. The Bank Bond Securitization Fees are payable to the GSEs until such time as
the GSE Securities relating to such Bank Bonds are dissolved pursuant to Section 7 hereof or are
paid off in accordance with their terms.




-23-











 





               (d) On each Distribution Date, the Administrator shall (i) withdraw from the TCLF Fee
Collection Account and pay itself the Administrator Fee relating to administration of each TCLF in
accordance with the TCLF Fee Schedule, (ii) remit the Participation Fees (less any amounts required
to pay the Bank Bond Fee Shortfall for such Distribution Date pursuant to Section 11(b) above) to
Treasury (or Treasury’s Financial Agent), but only to the extent funds are available therefor out
of the Credit Liquidity and Facility Fees that are in the TCLF Fee Collection Account and (iii)
remit the remaining Credit and Liquidity and Facility Fees in the TCLF Fee Collection Account pro
rata to the GSEs. In addition, the Administrator shall remit to Treasury on each Distribution Date
any Remarketing Proceeds and Bank Bond Additional Interest (less any amounts required to pay the
Bank Bond Fee Shortfall for such Distribution Date pursuant to Section 11(b) above) deposited in
the Bank Bond Collection Account.



               (e) On each Distribution Date, the Administrator shall distribute each GSE’s ratable share of
the Investment Income derived from the Bank Bond Collection Account to the GSEs.



               (f) The GSEs shall provide the Administrator with the TCLF Fee Schedule and shall, on or prior
to the fifth Business Day prior to each Distribution Date, provide the Administrator with any
revisions or updates necessary to be made to the TCLF Fee Schedule in order for the Administrator
to calculate the fees set forth on such schedule. The TCLF Fee Schedule shall be delivered to the
Administrator in the manner (and format) mutually agreed to by the parties to this Agreement
(although the TCLF Fee Schedule may be delivered in one or more counterparts, each of which shall
be deemed to be a part of this Agreement).



          Section 12. Wire Instructions.




               (a) Distributions with respect to amounts payable to Treasury (or Treasury’s Financial Agent)
and the GSEs hereunder will be made by wire transfer in immediately available funds in accordance
with the wire instructions set forth on Exhibit E attached to this Agreement unless other wire
instructions are subsequently provided to the Administrator prior to the applicable Distribution
Date by such parties (or their designated agents). If the Administrator is unable to wire amounts
to any party hereunder due to any issues with the wire instructions, the Administrator shall hold
all such amounts in the Collection Accounts pending receipt of the wire instructions from such
party. Upon receipt of new wire instructions, the Administrator shall thereafter promptly
distribute such amounts on the next available Business Day. The final distribution in respect of
any GSE Securities will be made only upon presentation and surrender of such GSE Securities at the
Corporate Trust Office of the Administrator.



          Section 13. Remittance Reports; Bond Administration Reports.




               (a) On or before the third Business Day preceding each Distribution Date, the Administrator
shall make available a monthly statement (a “Remittance Report”) to each GSE and Treasury
(or its designee) in a mutually agreeable electronic format and in the manner agreed to in writing
between the Administrator and such parties. The Remittance Report shall be substantially in the
form of, and include the information set forth on, Exhibit B-1 attached to this
Agreement. With the written consent of the other parties hereto, the Administrator may change



-24-









 




the way the Remittance Reports are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Administrator shall provide timely and adequate
written notification to all above parties regarding any such proposed changes.




               (b) With respect to each Distribution Date, the Administrator shall calculate with respect to
each Series, the following information (which, for the avoidance of doubt, shall be included in the
related Remittance Report):




	 	(1)	 	the First Loss Limit applicable to each GSE;
	 
	 	(2)	 	the Transaction Loss, if any,
with respect to each Series and each TCLF;
	 
	 	(3)	 	the Program Losses (both as an
aggregate amount and as a percentage of the applicable First
Loss Limits), if any; and
	 
	 	(4)	 	the amounts payable, if any, by
each GSE with respect to the related Partial Guarantee.





          Items (1) through (4) above shall be calculated and included in each Remittance Report by the
Administrator on a current and cumulative basis, as applicable. Notwithstanding the foregoing, the
Administrator shall have no responsibility to deliver or calculate any information with respect to
any Series for which it has not received from the related HFA Trustee the information needed to
make the calculations required for the Remittance Report.




               (c) On or before three Business Days prior to each Distribution Date, the Administrator shall
make available to the GSEs a Bond administration report (a “Bond Administration Report”) in
a mutually agreeable electronic format. Unless otherwise instructed in writing, the Bond
Administration Report shall be sent by e-mail to bond_admin@fanniemae.com,
hfa_credit&liquidity_notices@fanniemae.com and hfa_Bond_Adm@freddiemac.com. The Bond
Administration Report shall be substantially in the form of, and include the information set forth
on, Exhibit B-2 attached to this Agreement.



               (d) As may be mutually agreed to by the parties to this Agreement, the Administrator will
provide the GSEs, from time to time, with any additional information or reports either may
reasonably request relating to the Bonds or any TCLF being administered under this Agreement to the
extent such information is reasonably available to the Administrator.



               (e) The GSEs and the Administrator each agree to modify from time to time Exhibit B-1 and
Exhibit B-2 to this Agreement as may be reasonably necessary or appropriate to provide the GSEs and
Treasury (or Treasury’s agents) with any additional information that they may reasonably request to
the extent such information is reasonably available to the Administrator.



-25-









 





          Section 14.
[RESERVED]




          Section 15.
Resignation and Removal of the Administrator.




               (a) The Administrator shall not resign from the obligations and duties imposed on it as
Administrator under this Agreement except (i) upon determination that the performance of its duties
under this Agreement shall no longer be permissible under applicable law or shall violate any final
order of a court or administrative agency with jurisdiction over the Administrator or its
properties or (ii) with the prior written consent of each GSE, upon the written acceptance by a
successor Administrator selected by the Administrator. Notice of any such determination permitting
or requiring the resignation of the Administrator pursuant to clause (i) above shall be
communicated to the GSEs at the earliest practicable time (and, if such communication is not in
writing, shall be confirmed in writing at the earliest practicable time) and any such determination
shall be evidenced by a written opinion of counsel to such effect delivered to the GSEs
concurrently with or promptly after such notice. No such resignation shall become effective until
a successor Administrator reasonably acceptable to the GSEs shall have assumed the responsibilities
and obligations of the resigning Administrator in accordance with Section 15(d) below.



               (b) Subject to Section 15(d) of this Agreement, the GSEs (acting together) may remove the
Administrator without cause by providing the Administrator with at least 60 days’ prior written
notice.



               (c) Subject to Section 15(d) of this Agreement, at the sole option of the GSEs (acting
together), the Administrator may be removed immediately upon written notice of termination from the
GSEs to the Administrator if any of the following events shall occur:




     (i) the Administrator shall default in the performance of any of its material
duties under this Agreement and, after written notice of such default is received by
an Authorized Officer of the Administrator, shall not cure such default within ten
(10) days (or, if such default cannot be cured in such time, shall not give within
ten (10) days such assurance of cure as shall be reasonably satisfactory to the
GSEs);




     (ii) a court having jurisdiction in the premises shall enter a decree or order
for relief, and such decree or order shall not have been vacated within 60 days, in
respect of the Administrator in any involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official
for the Administrator or any substantial part of its property or order the
winding-up or liquidation of its affairs; or




     (iii) the Administrator shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case under any such
law, or shall consent to the appointment of a receiver, liquidator, assignee,
trustee, custodian, sequestrator or similar official for the Administrator or any



-26-









 







substantial part of its property, shall consent to the taking of possession by
any such official of any substantial part of its property, shall make any general
assignment for the benefit of creditors or shall fail generally to pay its debts as
they become due.



          The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this
Section 15(c) shall occur, it shall give written notice thereof to the GSEs within three (3)
Business Days after the happening of such event.




               (d) No resignation or removal of the Administrator pursuant to this Section shall be effective
until (i) a successor Administrator shall have been appointed by the GSEs acting together and (ii)
such successor Administrator shall have agreed in writing to be bound by the terms of this
Agreement in the same manner as the Administrator is bound hereunder.



          Section 16. Liability of Administrator; Indemnities.




               (a) The Administrator shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Administrator under this Agreement, and it is expressly
understood by all parties hereto that there shall be no implied duties of the Administrator
hereunder. The Administrator shall not have any obligation to distribute or advance any funds from
its own account hereunder and shall only be obligated, in accordance with this Agreement, to
distribute funds to the extent such funds are received by the Administrator from amounts
distributed with respect to the Bonds (including amounts received from any Remarketing Agent) or
fees payable by the HFAs under the Reimbursement Agreements.



               (b) The Administrator shall indemnify, defend and hold harmless each GSE and any of the
officers, directors, employees and agents of each GSE from and against any and all costs, expenses,
losses, claims, actions, suits, damages and liabilities (including, without limitation, any
reasonable legal fees, judgments or expenses relating to such liability, claim, loss, action, suit
or damage) to the extent that such cost, expense, loss, claim, action, suit, damage or liability
arose out of, or was imposed upon any such person through, (i) the negligence, willful misfeasance
or bad faith of the Administrator in the performance of its duties under this Agreement or by
reason of reckless disregard of its obligations and duties hereunder or (ii) a breach of any
representation or warranty of the Administrator contained in this Agreement; provided that the
Administrator shall have no liability, and shall not be obligated to indemnify the GSEs, for any
action or inaction of the Administrator in compliance with instructions received by the
Administrator from the GSEs hereunder pursuant to and in accordance with this Agreement. The
Administrator immediately shall notify the GSEs if it becomes aware of a claim made by a third
party with respect to this Agreement.



               (c) Fannie Mae shall indemnify, defend and hold harmless the Administrator and any of the
officers, directors, employees and agents of the Administrator from and against any and all costs,
expenses, losses, claims, actions, suits, damages and liabilities (including, without limitation,
any reasonable legal fees, judgments or expenses relating to such liability, claim, loss, action,
suit or damage) to the extent that such cost, expense, loss, claim, action, suit, damage or
liability arose out of, or was imposed upon any such person through, (i)



-27-









 




the negligence, willful misfeasance or bad faith of Fannie Mae in the performance of its
duties under this Agreement or by reason of reckless disregard of its obligations and duties
hereunder or (ii) a breach of any representation or warranty of Fannie Mae contained in this
Agreement. Fannie Mae immediately shall notify the other parties hereto if it becomes aware of a
written claim by a third party with respect to this Agreement.




               (d) Freddie Mac shall indemnify, defend and hold harmless the Administrator and any of the
officers, directors, employees and agents of the Administrator from and against any and all costs,
expenses, losses, claims, actions, suits, damages and liabilities (including, without limitation,
any reasonable legal fees, judgments or expenses relating to such liability, claim, loss, action,
suit or damage) to the extent that such cost, expense, loss, claim, action, suit, damage or
liability arose out of, or was imposed upon any such person through, (i) the negligence, willful
misfeasance or bad faith of Freddie Mac in the performance of its duties under this Agreement or by
reason of reckless disregard of its obligations and duties hereunder or (ii) a breach of any
representation or warranty of Freddie Mac contained in this Agreement. Freddie Mac immediately
shall notify the other parties hereto if it becomes aware of a written claim by a third party with
respect to this Agreement.



               (e) The GSEs shall notify the Administrator promptly of any claim for which they may seek
indemnity and the Administrator shall notify the applicable GSE of any claim for which it may seek
indemnity. Failure by any party to make such notification hereunder shall not relieve any party of
its obligations under this Section unless such failure materially prejudices the indemnifying
party.



               (f) The parties hereto hereby agree that the provisions of this Section 16 shall survive the
termination of this Agreement.



          Section 17. Compensation and Expenses of Administrator; Independence of the
Administrator.




               (a) As compensation for the performance of the Administrator’s obligations under this
Agreement and as reimbursement for its expenses related thereto, the Administrator shall be
entitled to receive each month (i) the Administrator Fee in accordance with the provisions of
Section 10 and Section 11 hereof and (ii) any amounts payable to the Administrator out of the
Collection Accounts pursuant to Section 5(a) and Section 6(b) hereof. The Administrator shall,
subject to the next sentence, be reimbursed for its reasonable out-of-pocket expenses incurred by
it in connection with its activities hereunder, including fees and disbursements of independent
accountants and the fees and expenses of counsel required to enforce the obligations under the
Program Bonds but shall not be reimbursed for taxes imposed on the Administrator, and expenses
incurred in connection with distributions and reports made by the Administrator. Prior to
reimbursing itself for any such out-of-pocket expenses that exceed $5,000, the Administrator shall
provide the GSEs with sufficient documentation relating to such expenses for which it seeks
reimbursement in order for the GSEs to make a determination regarding whether such expenses should
be reimbursed hereunder and shall reimburse itself for such expenses only to the extent the GSEs
provide their written consent. The GSEs and the Administrator shall cooperate in good faith to
resolve any disputes regarding reimbursements and documentation issues related thereto.



-28-









 





               (b) For all purposes of this Agreement, the Administrator shall be an independent contractor
and shall not be subject to the supervision of either GSE with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly set forth herein or
otherwise authorized in writing by the GSEs, the Administrator shall not have the authority to act
for or represent the GSEs in any way and shall not otherwise be deemed an agent of the GSEs.



          Section 18. Limitation of Liability; No Joint Venture; Other Activities.




               (a) The Administrator shall incur no liability to anyone in acting upon any signature,
instrument, statement, notice, resolution, request, direction, consent, order, certificate, report,
opinion, bond, or other document reasonably believed by it to be genuine and reasonably believed by
it to be signed by the proper parties. Neither the Administrator nor any of its affiliates,
directors, officers, shareholders, agents, or employees will be liable to the GSEs or others,
except by reason of acts or omissions constituting bad faith, willful misfeasance, negligence, or
reckless disregard of the Administrator’s duties under this Agreement or by a breach of any
representation or warranty of the Administrator contained in this Agreement as provided in Section
16. In no event shall the Administrator or its directors, officers, agents and employees be held
liable for any special, indirect, punitive or consequential damages resulting from any action taken
or omitted to be taken by it or them hereunder or in connection herewith even if advised of the
possibility of such damages.



               (b) Nothing contained in this Agreement (i) shall constitute the Administrator and the GSEs,
Treasury or the Trusts as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability
as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.



               (c) Nothing herein shall prevent the Administrator or its affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as an administrator for
any other person or entity.



               (d) The Administrator shall not be responsible to the GSEs or any other person or entity for
recitals, statements or warranties or representations of any other person or entity contained
herein, in the Trust Agreements or in any other documents related to the New Issue Bond Program or
the Temporary Credit and Liquidity Facility Program or be bound to ascertain or inquire as to the
performance or observance of any of the terms of this Agreement or the Trust Agreements on the part
of the GSEs.



               (e) Except if the Administrator is negligent, the Administrator shall not be liable for any
error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any
mistakes of fact or law, or for anything which it may do or refrain from doing in connection
herewith.



               (f) The Administrator shall not be required to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder, or in the



-29-









 




exercise of its rights or powers, if the Administrator believes that repayment of such
financial liability or adequate indemnity against such liability is not reasonably assured to it.




               (g) The Administrator may consult with counsel, and the advice or any opinion of counsel shall
be full and complete authorization and protection in respect of any action taken or omitted by it
hereunder in good faith and in accordance with such advice or opinion of counsel.



               (h) The Administrator shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, entitlement order, approval or other paper or document.



               (i) The Administrator may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with
due care, and shall not be responsible for any willful misconduct or negligence on the part of any
agent, attorney, custodian or nominee so appointed.



               (j) The Administrator shall not be responsible for delays or failures in performance resulting
from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes,
lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency
restrictions, governmental regulations superimposed after the fact, fire, communication line
failures, power failures, earthquakes or other disasters.



          Section 19. Representations and Warranties of the Administrator and the GSEs.




               (a) U.S. Bank National Association, as Administrator hereunder, makes the following
representations and warranties on which each GSE is deemed to have relied on in appointing U.S.
Bank National Association as the Administrator hereunder. The representations and warranties speak
as of the execution and delivery of this Agreement.




     (i) The Administrator is a national banking association duly chartered and validly
existing in good standing under the laws of the United States. The Administrator has
conducted and is conducting its business so as to comply in all material respects with
all applicable statutes and regulations of regulatory bodies or agencies having
jurisdiction over it, except where the failure so to comply would not have a materially
adverse effect on the performance by the Administrator of this Agreement. The
Administrator has all licenses, certificates and permits necessary to carry on its
business as now being conducted and as contemplated hereby to be conducted, except for
such licenses, certificates and permits the absence of which, individually or in the
aggregate, would not have a material adverse effect on the ability of the Administrator
to conduct its business as it is presently conducted and as contemplated hereby to be
conducted;




     (ii) The Administrator has the power and authority to execute and deliver this
Agreement and to perform its obligations and duties hereunder in accordance herewith;
the execution, delivery and performance of this Agreement by the Administrator and the
consummation of the transactions contemplated hereby



-30-









 







have been duly and validly authorized; and all requisite corporate action has been
taken by the Administrator to make this Agreement valid and binding upon the
Administrator in accordance with its terms;




     (iii) This Agreement, and all documents and instruments contemplated hereby which
are executed and delivered by the Administrator, constitute and will constitute valid,
legal and binding obligations of the Administrator, enforceable in accordance with
their respective terms, except as the enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally (whether considered in a proceeding at law
or in equity);




     (iv) The consummation of the transactions contemplated by this Agreement are in
the ordinary course of business of the Administrator and will not (A) result in the
breach of any term or provision of the articles of incorporation or by-laws of the
Administrator or (B) result in the breach of any term or provision of, or conflict with
or constitute a default under or result in the acceleration of any obligation under,
any agreement, indenture or loan or credit agreement or other instrument to which the
Administrator or its property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Administrator or its property is
subject, which, in each case under this clause (B) would materially impair the ability
of the Administrator to perform its duties and obligations under this Agreement;




     (v) There are no actions, suits or proceedings pending or, to the Administrator’s
knowledge, threatened in writing against the Administrator which are reasonably likely
to draw into question the validity of this Agreement or which, either in any one
instance or in the aggregate, are reasonably likely to materially impair the ability of
the Administrator to perform its duties and obligations under this Agreement; and




     (vi) No consent, approval or order of any court or governmental agency or body is
required for the execution, delivery and performance by the Administrator of or
compliance by the Administrator with this Agreement or the consummation of the
transactions contemplated by this Agreement, except for such consents, approvals,
authorizations and orders, if any, that have been obtained, made or given (as
applicable).



               (b) Each GSE makes the following representations to the Administrator with respect to itself.
The representations speak as of the execution and delivery of this Agreement.




     (i) The GSE is a duly organized and validly existing corporate instrumentality of
the United States created and existing under the laws of the United States. The GSE
has conducted and is conducting its business so as to comply in all material respects
with all applicable statutes and regulations of regulatory bodies or agencies having
jurisdiction over it, except where the failure so



-31-









 







to comply would not have a materially adverse effect on the performance by the GSE
of this Agreement;




     (ii) The GSE has the power and authority to execute and deliver this Agreement and
to perform its obligations hereunder in accordance herewith; the execution, delivery
and performance of this Agreement by the GSE and the consummation of the transactions
contemplated hereby have been duly and validly authorized; and all requisite action has
been taken by the GSE to make this Agreement valid and binding upon the GSE in
accordance with its terms;




     (iii) This Agreement, and all documents and instruments contemplated hereby which
are executed and delivered by the GSE, constitute and will constitute valid, legal and
binding obligations of the GSE, enforceable in accordance with their respective terms,
except as the enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally (whether considered in a proceeding at law or in equity);




     (iv) The consummation of the transactions contemplated by this Agreement will not
(A) result in the breach of any term or provision of the by-laws of the GSE or (B)
result in the breach of any term or provision of, or conflict with or constitute a
default under or result in the acceleration of any obligation under, any agreement,
indenture or loan or credit agreement or other instrument to which the GSE or its
property is subject, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the GSE or its property is subject, which, in each case
under this clause (B) would materially impair the ability of the GSE to perform its
duties and obligations under this Agreement;




     (v) There are no actions, suits or proceedings pending or, to the GSE’s knowledge,
threatened in writing against the GSE which are reasonably likely to draw into question
the validity of this Agreement or which, either in any one instance or in the
aggregate, are reasonably likely to materially impair the ability of the GSE to perform
its obligations under this Agreement; and




     (vi) No consent, approval or order of any court or governmental agency or body is
required for the execution, delivery and performance by the GSE of or compliance by the
GSE with this Agreement or the consummation of the transactions contemplated by this
Agreement, except for such consents, approvals, authorizations and orders, if any, that
have been obtained, made or given (as applicable).



          Section 20. Termination of the Agreement.




               (a) The respective obligations and responsibilities of the parties to this Agreement created
hereby (other than the obligation of the Administrator to make any payments in accordance with
Section 20(b) below and Section 16 hereof) shall terminate upon the latest to occur of (a) the last
action required to be taken by the Administrator hereunder with respect to



-32-









 




any Series, (b) the dissolution of the last Trust outstanding and (c) the retirement of all
the Bonds being held by the Administrator hereunder.




               (b) To the extent that any amounts are received by the Administrator with respect to the Bonds
or GSE Securities after this Agreement is terminated in accordance with Section 20(a) above, the
Administrator shall hold such amounts in an Eligible Account and distribute such amounts in
accordance with the terms of this Agreement in the same manner as if this Agreement were never
terminated pursuant to the provisions hereunder. This Section 20(b) shall survive the termination
of this Agreement.



               (c) Promptly upon the effective date of termination of this Agreement pursuant to Section
20(a) of this Agreement or the removal of the Administrator pursuant to Section 15(b) or 15(c) of
this Agreement, respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses validly accruing to it to the date of such termination, resignation or
removal. The Administrator shall forthwith upon such termination pursuant to Section 15 of this
Agreement and the payment of all amounts owed to it hereunder, deliver to each GSE all property and
documents of or relating to the respective Bonds then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section 15(a), 15(b) or 15(c)
of this Agreement, the Administrator shall cooperate with the GSEs and take all reasonable steps
requested to assist the GSEs in making an orderly transfer of the duties of the Administrator in
accordance with the terms of this Agreement.



          Section 21. Notices.



          All notices, directions, certificates or other communications hereunder shall be sent by
certified or registered mail, return receipt requested, or by overnight courier addressed to the
appropriate notice address set forth below. Any such notice, certificate or communication shall be
deemed to have been given as of the date of actual delivery or the date of failure to deliver by
reason of refusal to accept delivery or changed address of which no notice was given pursuant to
this Section. Any of the parties hereto may, by such notice described above, designate any further
or different address to which subsequent notices, certificates or other communications shall be
sent without any requirement of execution of any amendment to this Agreement. Any notices
hereunder may also be sent by e-mail if such addresses are provided below in this Section (which
such notices shall be deemed to have been given upon actual receipt). The notice addresses are as
follows:




-33-









 








	 	 	 	 	 
	To Administrator:	 	For the New Issue Bond Program:
	 
	 	 	 	 
	 	 	U.S. Bank National Association

One Federal Street, 3rd Floor

Boston, MA 02110
	 

	 	Attention:
	 	Structured Finance/HFA Program
	 
	 	 	 	 
	 

	 	E-mail:
	 	usbhfa@usbank.com
	 
	 	 	 	 
	 

	 	For the TCLF:	 	 
	 
	 	 	U.S. Bank National Association

EP-MN-WS3T

60 Livingston Avenue

St. Paul, MN 55107

Attn: TFM/HFA Initiative
	 
	 	 	 	 
	 

	 	E-mail:
	 	usbhfa@usbank.com
	 
	To Fannie Mae:	 	Fannie Mae

3900 Wisconsin Avenue, N.W.

Washington, D.C. 20016
	 

	 	Attention:
	 	Carl W. Riedy, Jr.

Vice President for Public

Entities Channel, Housing

and Community Development
	 
	 	 	 	 
	 

	 	E-mail:
	 	Carl_W_Riedy@fanniemae.com
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	Attention:
	 	Barbara Ann Frouman

Vice President and

Deputy General Counsel, Housing and

Community Development
	 
	 	 	 	 
	 

	 	E-mail:
	 	Barbara_Ann_Frouman@fanniemae.com
	 
	 	 	 	 
	 

	 	Attention:
	 	Robert Wright

Director of Loan Pooling, Mortgage 

Operations — Bond Administration






-34-









 






	 	 	 	 	 
	 

	 	E-mail:
	 	Robert_Wright@fanniemae.com
	 
	 	 	 	 
	 	 	With an e-mail copy to: bond_admin@fanniemae.com
	 
	 	 	 	 
	 

	 	Attention:
	 	Douglas G. Higgs

Director, Operations
	 
	 	 	 	 
	 

	 	E-mail:
	 	Douglas_G_Higgs@fanniemae.com
	 
	 	 	 	 
	 	 	With an e-mail copy to: hfa_credit&liquidity_notices@fanniemae.com
	 
	 	 	 	 
	 	 	With a fax copy to: (202) 752-6853
	 
	 	 	 	 
	To Freddie Mac:	 	Freddie Mac

1551 Park Run Drive

Mail Stop D4F

McLean, Virginia 22102
	 

	 	Attention:
	 	Mark D. Hanson

Vice President Mortgage Funding
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 	 	Freddie Mac

8200 Jones Branch Drive

Mail Stop 210

McLean, Virginia 22102
	 
	 

	 	Attention:
	 	Melinda Reingold

Vice President Deputy General Counsel — Mortgage Securities
	 
	 	 	 	 
	 

	 	E-mail:
	 	Melinda_Reingold@freddiemac.com
	 
	 	 	 	 
	 

	 	with a copy to:
	 

	 	 	 	Arnold Dean

Associate General Counsel
	 
	 

	 	E-mail:
	 	Arnold_Dean@freddiemac.com
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	 	 	Edward S. Abrams

Associate General Counsel
	 
	 

	 	E-mail:
	 	Edward_Abrams@freddiemac.com
	 
	 	 	 	 
	To Treasury and

	 	Care of:	 	 
	Treasury’s
	 	 	 	 






-35-









 






	 	 	 	 	 
	Financial Agent:	 	JPMorgan Chase Bank, N.A.

1 Chase Manhattan Plaza, Floor 19

Attention: Lillian G. White

Phone - 212-552-2392

Fax - 212-552-0551
	 
	 	 	 	 
	 

	 	E-mail:
	 	jpm.hfa@jpmorgan.com
	 
	 	 	 	 
	 

	 	with a copy to:
	 
	 	 	 	 
	 

	 	E-mail:
	 	Lillian.G.White@jpmorgan.com
	 
	 	 	 	 
	 	 	Notice delivered to Treasury at the address given above
shall also constitute notice to Treasury’s Financial Agent.





or to any other address any party provides to the other parties in writing.




          Section 22. Amendments.




          The parties to this Agreement may from time to time amend this Agreement in writing, and such
amendments, when executed by all parties, shall then become a part of this Agreement.




          Section 23. Governing Law.




          This Agreement shall be governed by, and interpreted in accordance with, the laws of the
United States, not the law of any state or locality. To the extent that a court looks to the laws
of any state to determine or define the laws of the United States, it is the intention of the
parties to this Agreement that such court shall look only to the laws of the State of New York
without regard to the rules of conflicts of laws.




          Section 24. Entire Agreement; Priority of Agreements.




          This Agreement, including all documents and exhibits incorporated by reference herein,
constitutes the entire agreement between the parties with respect to the matters set forth herein.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be
held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other provisions of this
Agreement. In the event of any conflict or inconsistency between this Agreement and any Trust
Agreement, this Agreement shall control.




          Section 25. Successors and Assigns.




          This Agreement may not be assigned by the Administrator unless each GSE consents to that
assignment in writing. An assignment satisfying the conditions set forth in the preceding sentence
shall, if accepted by the assignee under this Agreement, bind that assignee in the same manner as
the Administrator is bound under this Agreement. Notwithstanding the






-36-









 







foregoing, this Agreement may be assigned by (a) either GSE without consent of any party or
(b) the Administrator without the consent of the GSEs to a corporation or other organization that
is a successor (by merger, consolidation, or purchase of assets) to a GSE or the Administrator, as
applicable; provided that such successor organization shall execute and deliver to the
other parties hereto an agreement in which that organization agrees to be bound under this
Agreement in the same manner as the GSE or Administrator, as applicable, is bound under this
Agreement. Subject to the foregoing, this Agreement shall bind any successors or assigns of the
parties hereto.




          Section 26. No Third-Party Beneficiaries; Treasury as Beneficiary.




          Except as to Treasury, this Agreement does not confer any rights, benefits, remedies or
claims, either at law or in equity, on any person not a party to this Agreement. Treasury shall be
a beneficiary, and entitled to enforce the provisions, of this Agreement.




          Section 27. Headings.




          The section headings hereof have been inserted for convenience of reference only and shall not
be construed to affect the meaning, construction or effect of this Agreement.




          Section 28. Counterparts.




          This Agreement may be executed in counterparts, each of which when so executed shall together
constitute but one and the same agreement.




          Section 29. Severability.




          Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall
be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.




          Section 30. Records.




          The Administrator shall maintain appropriate books of account and records as required by law
and relating to the Administrator’s services performed under this Agreement. These books of
account and records shall be accessible for inspection upon written request, given at least three
Business Days prior to inspection, by the GSEs or Treasury’s Financial Agent at any time during
normal business hours.





-37-












 





          IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be duly
executed and delivered as of the day and year first above written.




	 	 	 	 	 
	 	FEDERAL NATIONAL MORTGAGE ASSOCIATION

 	 
	 	By:  	/s/ Carl W. Riedy, Jr.	 
	 	  	 	 
	 	 	Name:  	Carl W. Riedy, Jr. 	 
	 	 	Title:  	Vice President for Public Entities

Channel, Housing and Community

Development 	 
	 



	 	 	 	 	 
	 	FEDERAL HOME LOAN MORTGAGE CORPORATION

 	 
	 	By:  	/s/ Charles W. Pearson	 
	 	  	 	 
	 	 	Name:  	Charles W. Pearson 	 
	 	 	Title:  	Vice President, Loan and
Securities Operations 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Administrator

 	 
	 	By:  	/s/ Julie A. Kirby	 
	 	  	 	 
	 	 	Name:  	Julie A. Kirby 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



Schedule I




PROGRAM BOND FEE SCHEDULE



	 	 	 
	Administrator Fee:

	 	$130,000 per year ($65,000 per GSE) to be paid
in equal monthly installments out of the
amounts otherwise payable to the GSEs under
this Agreement.
	 
	 	 
	Closing Agent Fee:

	 	One time fee of $25,000 ($12,500 per GSE) to
be paid by the GSEs on the second settlement
date for the New Issue Bond Program (which is
expected to be January 12, 2010).
	 
	 	 
	Program Bond Guarantee Fee:

	 	With respect to each GSE and Program Bond
Series, a per annum rate equal to the product
of 0.25% and the unpaid principal amount of
the Program Bonds being held under the
Administration Agreement (paid monthly to the
GSEs); provided, however, for purposes of this
calculation, Program Bonds that are subject to
Conversion, and for which the Release Date
has not occurred, are excluded.






 









 






Schedule II:




TCLF FEE SCHEDULE



	 	 	 
	Administrator Fee:

	 	A per annum rate, payable monthly out of
amounts otherwise payable to the GSEs under
this Agreement, equal to the product of
0.0008% and the sum of (i) the then current
aggregate of the Principal Portion of the
Amount Available (as such terms are defined
in the TCLFs) under each of the then
outstanding TCLFs plus (ii) the principal
amount of all Bank Bonds.
	 
	 	 
	Bank Bond Additional Interest:

	 	If Bank Bonds are not securitized: A per
annum rate equal to the product of (a) the
Prime Rate plus 1% minus 0.25% and (b)
principal Amount of the Bank Bonds (paid
monthly)

	 
	 	 
	 

	 	
If the Bank Bonds are securitized: A per
annum rate equal to the product of (a) the
Prime Rate plus 1% minus 0.30% and (b) the
principal amount of the Bank Bonds (paid
monthly)
	 
	 	 
	Bank Bond Guarantee Fee:

	 	A per annum rate equal to the product of
0.25% and the principal amount of the Bank
Bonds (paid monthly)
	 
	 	 
	Bank Bond Securitization Fee:

	 	A per annum rate equal to the product of
0.05% and the principal amount of the Bank
Bonds (paid monthly)






 









 






EXHIBIT A




FORM OF CUSTODIAL RECEIPT



Date: [               ]

Percentage Interest: 50%

# of [Bank Bonds] [Program Bonds]: [     ]

Current Balance of Securities as of __/__/__ $[          ]

[Replaces Custodial Receipt Dated __/__/__]




Fannie Mae or Freddie Mac

Address

Address

Attn:[                       ]





	 	Re: 	 	 Amended and Restated Administration Agreement, dated as of January 22, 2010
(the “Administration Agreement”), among Federal National Mortgage Association,
Federal Home Loan Mortgage Corporation and U.S. Bank National Association, as
Administrator                         
                           
                 
                        




Ladies and Gentlemen:




          In accordance with the provisions of Section 4 of the above-referenced Administration
Agreement (capitalized terms not otherwise defined herein having the meanings ascribed to them in
the Administration Agreement), the undersigned, as the Administrator, hereby certifies it holds
each [Bank Bond] [Program Bond] described in the attached Administrator [Bank Bond] [Program Bond]
Schedule.




          The delivery of this Custodial Receipt evidences that (i) the Administrator has received the
related [Bank Bond] [Program Bond] in its account at DTC and has credited each Bond to the trust
account as required under the Administration Agreement, (ii) the Administrator is holding each
[Bank Bond] [Program Bond] identified on the Administrator [Bank Bond] [Program Bond] Schedule
attached hereto, pursuant to the Administration Agreement, as the bailee of and custodian for [GSE
Trusts] for their respective interest in the [Bank Bonds] [Program Bonds] as reflected in this
Custodial Receipt, and (iii) such [Bank Bonds] [Program Bonds] will be continue to be so held by
the Administrator until released in accordance with the terms and any conditions set forth in the
Administration Agreement.




          The Administrator makes no representations as to, and shall not be responsible to verify, (i)
the validity, legality, enforceability, due authorization, recordability, sufficiency, or
genuineness of any of the [Bank Bonds] [Program Bonds] or (ii) the collectability, insurability,
effectiveness or suitability of any such [Bank Bond] [Program Bond].




          On each date the Administrator delivers to the [GSE Trust] a Custodial Receipt, it shall
supersede the Custodial Receipt previously delivered by the Custodian to the [GSE





 









 







Trust]hereunder. The most recently delivered Custodial Receipt shall control and be binding
upon the parties hereto.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Administrator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-2











 





EXHIBIT B-1



FORM OF REMITTANCE REPORT




Event File




	 	 	 	 	 
	FIELD NAME	 	DATATYPE	 	NOTE
	DT_REPORT

	 	DATE
	 	DATE THE EVENT OCCURED
	CUSIP

	 	TEXT
	 	CUSIP
	HFA_NAME

	 	TEXT
	 	FULL NAME OF THE HFA
	HFA_STATE

	 	TEXT
	 	2 CHARACTER ABBREVIATION OF THE STATE
	HFA_NAME_LOCAL

	 	TEXT
	 	NAME OF THE LOCALITY (APPLIES TO NON-STATE HFAS)
	HFA_TYPE

	 	TEXT
	 	VALID VALUES: LOCAL OR STATE
	HFA_TRUSTEE

	 	TEXT
	 	NAME OF HFA TRUSTEE
	HFA_REMARKET_AGENT

	 	TEXT
	 	NAME OF HFA REMARKETING AGENT
	SERIES

	 	TEXT
	 	SERIES OF THE SECURITY
	CLASS

	 	TEXT
	 	CLASS CODE FOR SECURITY
	ORIG_BAL

	 	NUMBER
	 	VALUE OF BOND WHEN IT ENTERED THE PROGRAM (FOR TCLF = Principal Portion)
	ORIG_INT_PORTION

	 	NUMBER
	 	INTEREST PORTION OF “AMOUNT AVAILABLE” FOR TCLF
	ORIG_AMT_AVAIL

	 	NUMBER
	 	AMOUNT AVAILABLE FOR TCLF
	ORIG_COUPON

	 	NUMBER < 1
	 	VALUE OF THE COUPON WHEN IT ENTERED THE PROGRAM
	DIST_DAY

	 	INTEGER
	 	DAY OF THE MONTH SECURITY PAYS
	DT_FIRST_PMT

	 	DATE
	 	DATE OF FIRST PAYMENT OF SECURITY
	DT_FINAL_PMT

	 	DATE
	 	DATE OF LAST PAYMENT OF SECURITY
	DT_SETTLE

	 	DATE
	 	DATE THE EVENT OCCURED
	PMT_FREQ

	 	INTEGER
	 	VALID VALUES: 0 — 9
	COLLAT_TYPE

	 	TEXT
	 	VALID VALUES: SF OR MF
	SECURITY_STATUS

	 	INTEGER
	 	VALID VALUES: 10 — 16
	EVENT_TYPE

	 	INTEGER
	 	VALID VALUES: 100 — 107
	EVENT_AMOUNT

	 	NUMBER
	 	THIS VALUE CAN BE NULL OR 0 FOR SPECIFIC EVENT TYPES
	EVENT_FEE

	 	NUMBER
	 	THIS VALUE CAN BE NULL OR 0 FOR SPECIFIC EVENT TYPES
	SPREAD

	 	NUMBER < 1
	 	SPREAD RELATED TO MF CONSTRUCTION SECURITIES
	DT_RESET

	 	DATE
	 	VALUE USED TO DETERMINE RESET TIME ON SPECIFIC MF SECURITIES
	MF_COLLAT_DESC

	 	TEXT
	 	USED FOR SPECIFIC CONSTRUCTION RELATED MF SECURITIES
	GSE_ISSUER

	 	TEXT
	 	VALID VALUES: FHLM OR FNMA. NULL FOR NON-GSE
	LINK_FHLM_CUSIP

	 	TEXT
	 	CUSIP REPRESENTING LINKED FHLM GSE SECURITY
	LINK_FNMA_CUSIP

	 	TEXT
	 	CUSIP REPRESENTING LINKED FNMA GSE SECURITY
	TRANS_ID

	 	INTEGER
	 	VALUE TO ASSOCIATE RELATED CONVERSION EVENTS






Monthly File




	 	 	 	 	 
	FIELD NAME	 	DATATYPE	 	NOTE
	DT_REPORT

	 	DATE
	 	DATE THE FILE REPRESENTS
	CUSIP

	 	TEXT
	 	CUSIP
	DT_DIST

	 	DATE
	 	DATE THE SECURITY PAYS IN THE REPORTING PERIOD
	BEG_BAL

	 	NUMBER
	 	BEGINNING BALANCE OF SECURITY AT BEGINNING OF PERIOD
	END_BAL

	 	NUMBER
	 	ENDING BALANCE OF SECURITY AT END OF PERIOD
	END_BAL_FACTOR

	 	NUMBER < = 1
	 	CURRENT FACTOR. VALUE SHOULD NOT EXCEED 1
	PRIN_DIST_SCHED

	 	NUMBER
	 	AMOUNT SECURITY IS REDUCED THROUGH NORMAL PRINCIPAL PAYDOWN IN PERIOD
	PRIN_DIST_UNSCHED

	 	NUMBER
	 	AMOUNT SECURITY IS REDUCED THROUGH EXTRA PRINCIPAL PAYDOWN IN PERIOD
	INT_DIST

	 	NUMBER
	 	AMOUNT OF INTEREST PAYED IN PERIOD
	COUPON

	 	NUMBER < 1
	 	COUPON RATE IN PERIOD
	BEG_CRED_ADV_PRIN

	 	NUMBER
	 	BEGINNING OUTSTANDING PRINCIPAL CREDIT ADVANCES
	CRED_ADV_PRIN

	 	NUMBER
	 	CURRENT PERIOD CREDIT ADVANCE FOR PRINCIPAL
	CRED_ADV_PRIN_REPAY

	 	NUMBER
	 	CURRENT PERIOD CREDIT ADVANCE FOR PRINCIPAL REPAID
	END_CRED_ADV_PRIN

	 	NUMBER
	 	ENDING OUTSTANDING PRINCIPAL CREDIT ADVANCES
	BEG_CRED_ADV_INT

	 	NUMBER
	 	BEGINNING OUTSTANDING INTEREST CREDIT ADVANCES
	CRED_ADV_INT

	 	NUMBER
	 	CURRENT PERIOD CREDIT ADVANCE FOR INTEREST
	CRED_ADV_INT_REPAY

	 	NUMBER
	 	CURRENT PERIOD CREDIT ADVANCE FOR INTEREST REPAID
	END_CRED_ADV_INT

	 	NUMBER
	 	ENDING OUTSTANDING INTEREST CREDIT ADVANCES
	BEG_ACCINT_ON_CRED_ADV

	 	NUMBER
	 	BEGINNING ACCRUED INTEREST OUTSTANDING ON CREDIT ADVANCES
	ACCINT_ON_CRED_ADV

	 	NUMBER
	 	CURRENT PERIOD ACCRUED INTEREST ON CREDIT ADVANCES
	ACCINT_ON_CRED_ADV_PAID

	 	NUMBER
	 	CURRENT PERIOD ACCRUED INTEREST ON CREDIT ADVANCES PAID
	END_ACCINT_ON_CRED_ADV

	 	NUMBER
	 	ENDING ACCRUED INTEREST OUTSTANDING ON CREDIT ADVANCES
	BEG_PRIN_PORTION

	 	NUMBER
	 	BEGINNING PRINCIPAL PORTION FOR TCLF
	END_PRIN_PORTION

	 	NUMBER
	 	ENDING PRINCIPAL PORTION FOR TCLF
	BEG_INT_PORTION

	 	NUMBER
	 	BEGINNING INTEREST PORTION FOR TCLF
	END_INT_PORTION

	 	NUMBER
	 	ENDING INTEREST PORTION FOR TCLF
	TREAS_FEE_RATE

	 	NUMBER < 1
	 	RATE OF FEE IN BPS CHARGED BY US TREASURY TO HFA. APPLIES ONLY TO TCLF
	TREAS_FEE

	 	NUMBER
	 	TOTAL AMOUNT OF FEES DUE TO US TREASURY
	GSE_FEE_RATE

	 	NUMBER < 1
	 	RATE OF FEE IN BPS CHARGED BY THE GSE TO HFA. APPLIES ONLY TO TCLF
	GSE_TCLF_FEE

	 	NUMBER
	 	AMOUNT DUE TO GSE BY HFA FOR TCLF PROGRAM
	GES_NIBP_FEE

	 	NUMBER
	 	AMOUNT DUE TO GSE BY HFA FOR NIB PROGRAM
	MISC_FEE

	 	NUMBER
	 	TOTAL AMOUNT OF OTHER MISC FEES
	ADMIN_FEE

	 	NUMBER
	 	AMOUNT FEE TO US BANK FOR ACTING AS ADMINISTRATOR
	BB_SECUR_FEE

	 	NUMBER
	 	AMOUNT FEE DUE TO GSE FOR SECURITIZING A BANKBOND






B-1









 






EXHIBIT B-2




FORM OF BOND ADMINISTRATION REPORT



					
	 	 	 	 	 
	
	 	Temporary Credit and Liquidity
Facility (TCLF) Program & New Issue Bond Program (NIBP)
	 	Contact:
Julie Kirby
Account Officer
	 
	 	 	 	617-603-6576
	 
	 	 	 	julie.kirby@usbank.com






As of Date: “mm/dd/yyyy”




NIBP Summary — December Securitization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GSE Payment information:	 	TOTALs	 	 	FNM1	 	 	FNM2	 	 	FRE1	 	 	FRE2	 
	Cusip (if decided to use just one cusip per GSE)
	 	 	N/A	 	 	 	#####	 	 	 	#####	 	 	 	#####	 	 	 	#####	 
	Original Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Principal Distribution
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Balance Factor
	 	 	1.00000000	 	 	 	1.00000000	 	 	 	1.00000000	 	 	 	1.00000000	 	 	 	1.00000000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Coupon Rate
	 	 	0.000	%	 	 	0.000	%	 	 	0.000	%	 	 	0.000	%	 	 	0.000	%
	Interest Distribution
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate Underlying Bond Information by Single Family vs Multi-family:	 	TOTALs	 	 	SF	 	 	MF	 
	Beginning Balance
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Principal Received
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Losses
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Balance
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Count
	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Received

	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate
Underlying Bond Information — Single Family by type:	 	TOTALs	 	 	PAR	 	 	PREMIUM	 	 	ESCROW	 
	Beginning Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Plus / Less: Escrow Conversions
	 	 	0	 	 	 	0	 	 	 	N/A	 	 	 	0	 
	Less: Principal Received
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Count
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Received
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate Underlying Bond Information — Multi-Family by type:	 	TOTALs	 	 	CONSTRUCT	 	 	NON-CON	 	 	ESCROW	 
	Beginning Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Plus / Less: Escrow Conversions
	 	 	0	 	 	 	0	 	 	 	N/A	 	 	 	0	 
	Less: Principal Received
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Balance
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Count
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Received
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reconciliation:	 	TOTALs	 	 	SF	 	 	MF	 
	Available Funds (Principal and Interest Collected)
	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distributions:	 	TOTALs	 	 	SF	 	 	MF	 
	FNMA G-Fee
	 	 	0	 	 	 	0	 	 	 	0	 
	FHLMC G-Fee
	 	 	0	 	 	 	0	 	 	 	0	 
	Administration Fee
	 	 	0	 	 	 	0	 	 	 	0	 
	Closing Agent Compensation to USB
	 	 	0	 	 	 	0	 	 	 	0	 
	FNM1 / FNM2 to UST
	 	 	0	 	 	 	0	 	 	 	0	 
	FRE1 / FRE2 to UST
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	 
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Check:
	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Fees and Expenses paid (not paid out of collections):	 	TOTALs	 	 	FNMA	 	 	FHLMC	 
	Initial Securitization Fee or GSE Program Fee to GSEs
	 	 	0	 	 	 	0	 	 	 	0	 
	Securitization Unwrap Fee or Security Termination Fee to GSEs
	 	 	0	 	 	 	0	 	 	 	0	 
	Out of pocket costs and counsel fees to GSEs
	 	 	0	 	 	 	0	 	 	 	0	 
	Escrow Release Fees to GSEs
	 	 	0	 	 	 	0	 	 	 	0	 






B-2









 






					
	
	 	Temporary Credit and Liquidity Facility (TCLF) Program & New Issue Bond Program
(NIBP)
	 	Contact:
Julie Kirby
Account Officer
617-603-6576
	 
	 	 	 	julie.kirby@usbank.com






As of Date: “mm/dd/yyyy”




TCLF Summary




	 	 	 	 	 	 	 	 	 	 	 	 	 
	TCLF Available Amount Summary:	 	TOTALs	 	 	SF	 	 	MF	 
	Beginning Principal Portion
	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: New HFA bonds entering program
	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Current Principal Credit Enhancement Draw Reimbursements
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Failed remarketings (converted to Bank Bonds)
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Principal Collected
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Current Principal Credit Enhancement Draws
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Principal Portion (A)
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Count
	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TOTALs	 	 	SF	 	 	MF	 
	Beginning Interest Portion
	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Current Interest Credit Enhancement Draw Reimbursements
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Current Interest Credit Enhancement Draw
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Interest Portion (B)
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Available Amount (A) + (B)
	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit Enhancement Activity:	 	TOTALs	 	 	SF	 	 	MF	 
	Beginning Outstanding Principal Credit Enhancement Position
	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Current Principal Credit Enhancement Draws
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Current Principal Credit Enhancement Draw Reimbursements
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Outstanding Principal Credit Enhancement Position
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TOTALs	 	 	SF	 	 	MF	 
	Beginning Outstanding Interest Credit Enhancement Position
	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Current Interest Credit Enhancement Draw
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Current Interest Credit Enhancement Draw Reimbursements
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Outstanding Interest Credit Enhancement Position
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TOTALs	 	 	SF	 	 	MF	 
	Beginning Outstanding Interest on Credit Advance
	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Current Interest on Credit Advance (Prime + 1%)
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Current Reimbursements of Outstanding Interest
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Outstanding Credit Enhancement Position
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank Bond Summary:	 	TOTALs	 	 	SF	 	 	MF	 
	Beginning Balance
	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Failed Remarketings
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Remarketed Bank Bonds
	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Principal Collected (to UST)
	 	 	0	 	 	 	0	 	 	 	0	 
	Ending Balance
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Ending Count
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Interest Collected (to UST)
	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Fees:	 	TOTALs	 	 	SF	 	 	MF	 
	Credit and Liquidity Facility Fees (.25%)
	 	 	0	 	 	 	0	 	 	 	0	 
	Treasury Credit Premiums
	 	 	0	 	 	 	0	 	 	 	0	 
	Bank Bond Program Fee (.25%)
	 	 	0	 	 	 	0	 	 	 	0	 
	Bank Bond Securitization Fee (.05%)
	 	 	0	 	 	 	0	 	 	 	0	 
	Bank Bond Securitization Unwrap Fee / GSE Termination Fee
	 	 	0	 	 	 	0	 	 	 	0	 
	Miscleaneous Fees to GSE (modification, consents, amendments, workout, legal)
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Administrator Fee
	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 
	Total Fees:
	 	 	0	 	 	 	0	 	 	 	0	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Funds Distributed:	 	TOTALs	 	 	SF	 	 	MF	 
	Total to FNMA:
	 	 	0	 	 	 	0	 	 	 	0	 
	Total to FHLMC:
	 	 	0	 	 	 	0	 	 	 	0	 
	Total to UST
	 	 	0	 	 	 	0	 	 	 	0	 






B-2-2









 






					
	
	 	Temporary Credit and Liquidity Facility (TCLF) Program & New Issue Bond Program
(NIBP)
	 	Contact:
Julie Kirby
Account Officer
	 
	 	 	 	617-603-6576
	 
	 	 	 	julie.kirby@usbank.com






As of Date: “mm/dd/yyyy”




Program Summary




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TCLF	 	 	NIBP	 
	Loss Sharing	 	TOTALs	 	 	FNMA	 	 	FHLMC	 	 	FNM1	 	 	FNM2	 	 	FRE1	 	 	FRE2	 
	Beginning Program Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Transaction Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Recoveries
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 	 	 
	Ending Program Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 	 	 
	Percentage of First loss Limit
	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%
	Crossover Date
	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TCLF	 	 	NIBP	 
	 	 	TOTALs	 	 	FNMA	 	 	FHLMC	 	 	FNM1	 	 	FNM2	 	 	FRE1	 	 	FRE2	 
	First Loss Limit
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Recoveries to First Position Loss
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Less: First Position Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 	 	 
	First Loss Limit Remaining
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TCLF	 	 	NIBP	 
	 	 	TOTALs	 	 	FNMA	 	 	FHLMC	 	 	FNM1	 	 	FNM2	 	 	FRE1	 	 	FRE2	 
	Beginning Second Position Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Plus: Loss Sharing Payment
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Less: Recoveries to Second Position Loss
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 	 	 
	Ending Second Position Losses
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 	 	 	 	 






	 	 	 	 	 
	Total Funds Distributed:	 	TOTALs	 
	Total to Administrator
	 	 	0	 
	Total to FNMA
	 	 	0	 
	Total to FHLMC
	 	 	0	 
	Total to UST
	 	 	0	 







B-2-3











 





EXHIBIT C




LOSS SHARING




[SEE ATTACHED]



C-1









 








    SCHEDULE C
    



 



    The following is the Uniform Loss Sharing Attachment for the New
    Issue Bond Program and the Temporary Credit and Liquidity
    Facility Program. This attachment contains the provisions
    applicable to (i) Partial Guarantees relating to GSE
    Securities issued from time to time under the New Issue Bond
    Program and (ii) Participation Agreements entered into from
    time to time and Partial Guarantees relating to GSE Securities
    issued from time to time under the Temporary Credit and
    Liquidity Facility Program.



 



    This Uniform Loss Sharing Attachment is attached to each Partial
    Guarantee and each Participation Agreement.



 



    Section
    1     Definitions.  In
    this Attachment and in any agreement or other document to which
    this Attachment is attached, all capitalized terms have the
    meanings given to those terms in this Section 1 unless the
    context or use clearly indicates a different meaning. Any
    capitalized term used in this Attachment but not defined in this
    Exhibit shall be used as defined in the agreement or other
    document to which this Exhibit is attached. The following terms
    have the following meanings:



 



    “Amount Available” has the meaning given to
    that term in each Temporary Credit and Liquidity Facility.



 



    “Bank Bonds” means any VRDOs that were tendered
    for purchase by a bondholder and were put to the GSEs under a
    TCLF and have not yet been remarketed to a new bondholder,
    whether or not the GSEs have issued GSE Securities backed by
    such Bank Bonds.



 



    “Bonds” means, as the case may be, VRDOs, Bank
    Bonds and New Issue Bonds.



 



    “Credit Advance” means an advance under a TCLF
    to pay debt service due on VRDOs for which there are
    insufficient funds available under the related indenture.



 



    “Event of Default” means an “event of
    default” as such term is defined in the related bond
    indenture for the underlying bonds.



 



    “Fannie Mae” means the Federal National
    Mortgage Association, a federally-chartered and
    stockholder-owned corporation organized and existing under the
    Federal National Mortgage Association Charter Act,
    12 U.S.C. § 1716 et seq.



 



    “First Loss Limit” has the meaning given to
    that term in Section 5.



 



    “First Position Loss” means the amount of
    Program Loss to be borne by Treasury under the Program. The
    First Position Loss is that portion of the Program Loss that
    does not exceed the First Loss Limit.





    

    C-1








 







    “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.



 



    “Government-sponsored enterprise” or
    “GSE” means either or both Fannie Mae and Freddie Mac.



 



    “GSE Obligations” or “GSE
    Securities” are obligations and securities issued or
    guaranteed, in whole or in part, by Fannie Mae or Freddie Mac
    including, without limitation, Bank Bonds and New Issue Bonds
    and, with respect to the Temporary Credit and Liquidity Facility
    Program, Participation Agreements.



 



    “HFA” means a housing finance agency created by
    any of the States of the United States or any possession,
    territory or commonwealth of the United States, or any political
    subdivision thereof.



 



    “Liquidity Advance” means an advance under a
    TCLF to pay for bond purchase tenders relating to VRDOs.



 



    “Loss Calculation Date” means the date as of
    which a Loss is calculated as provided in Paragraph 6.



 



    “MOU” means the Memorandum of Understanding
    among Treasury, Federal Housing Finance Agency, Fannie Mae and
    Freddie Mac.



 



    “Multifamily Credit Enhancement Program” means
    the Treasury program, distinct and separate from the Programs,
    to purchase HFA bonds which are guaranteed by the Credit
    Enhancement Agreement by either of the GSEs.



 



    “New Issue Bond Program” means the program
    described in the New Issue Bond Program Agreement.



 



    “New Issue Bond Program Agreement” means one or
    more New Issue Bond Program Agreements by and among Treasury and
    the GSEs, concerning the program for the acquisition of GSE
    Securities backed by New Issue Bonds.



 



    “New Issue Bonds” means, collectively, the
    single family bonds and multifamily bonds which back GSE
    Securities purchased under the New Issue Bond Program Agreement.



 



    “Partial Guarantee” means a partial guarantee
    provided by a GSE (a) pursuant to a GSE Security issued
    with respect to the Temporary Credit and Liquidity Facility
    Program or (b) pursuant to a GSE Security issued with
    respect to the New Issue Bond Program.



 



    “Participation Agreement” means each
    Participation Agreement by and between Treasury and the GSEs
    whereby the rights, duties and obligations of the Treasury and
    the GSEs with respect to the Temporary Credit and Liquidity
    Facility Program (including the terms of the Partial Guarantee)
    are set forth, as such agreements are amended and supplemented.





    

    C-2








 







    “Program” means either of the New Issue Bond
    Program or the Temporary Credit and Liquidity Facility Program.



 



    “Program Bonds” means New Issue Bonds and Bank
    Bonds.



 



    “Program Losses” mean the aggregate of all
    Transaction Losses incurred under the Temporary Credit and
    Liquidity Facility Program and the New Issue Bond Program.



 



    “Recovery” means any payment or other amount
    received or recovered with respect to a Transaction Loss. A
    Recovery excludes any amounts paid by a GSE to Treasury with
    respect to a Second Position Loss or any amounts payable by
    Treasury to the GSEs under any purchase agreement or
    participation agreement.



 



    “Reimbursement Agreement” means each
    Reimbursement Agreement entered into among an HFA, a bond
    trustee and the GSEs relative to a TCLF, as such Reimbursement
    Agreements are amended and supplemented.



 



    “Risk Rating” means the risk rating of an
    indenture under a Program.



 



    “Second Position Loss” means that portion of
    Program Losses, if any, that is not allocated to the First Loss
    Position. Any Second Position Loss will be allocated to the
    Participation Agreements and Partial Guarantees in accordance
    with the Uniform Loss Sharing Attachment.



 



    “Secured Multifamily Loans” means loans that
    are secured by multifamily properties.



 



    “Temporary Credit and Liquidity Facility” or
    “TCLF” has the meaning given to that term in
    the Participation Agreement.



 



    “Temporary Credit and Liquidity Facility
    Program” means the Program described in the
    Participation Agreement.



 



    “Transaction Documents” means, collectively,
    the TCLF, the Reimbursement Agreement and related Bond documents
    with respect to any series included in the Temporary Credit and
    Liquidity Facility Program, as such documents are amended from
    time to time in accordance with their terms.



 



    “Transaction Loss” means an amount calculated
    pursuant to Section 7 as the loss realized on a Program
    Bond or a Temporary Credit and Liquidity Facility.



 



    “Trust” means a trust established by a GSE as a
    pass-through entity which holds one or more issues of Bonds and,
    where appropriate, a Partial Guarantee.



 



    “VRDO” means a variable rate demand obligation
    bond issued by an HFA



 



    Section 2     General
    Statement.  Treasury and the GSEs will share
    Program Losses, if any, realized on:





    

    C-3








 







    (a) the principal of the New Issue Bonds backing GSE
    Securities issued from time to time under the New Issue Bond
    Program; and



 



    (b) the principal portion of all Credit Advances and
    Liquidity Advances made from time to time under the Temporary
    Credit and Liquidity Facilities issued under the Temporary
    Credit and Liquidity Facility Program.



 



    Any losses incurred with respect to accrued but unpaid interest
    on any of the New Issue Bonds backing the GSE Securities issued
    from time to time under the New Issue Bond Program and on any
    Credit Advance or Liquidity Advance made from time to time under
    the Temporary Credit and Liquidity Facilities issued under the
    Temporary Credit and Liquidity Facility Program are not subject
    to sharing with the GSEs and will be entirely borne by Treasury.
    No loss sharing shall occur with respect to the Multifamily
    Credit Enhancement Program as a GSE will have provided credit
    enhancement for such Bonds separately.



 



    Section 3     GSE Only Shares
    in Losses for its Activities in Programs.  The
    sharing of Program Losses will be structured between Treasury
    and each GSE separately. A GSE will only share in Program Losses
    realized on the New Issue Bonds backing the GSE Securities
    issued by that GSE and on losses realized on that GSE’s
    portion of the Temporary Credit and Liquidity Facilities.
    Neither GSE will share in Program Losses allocable to the other
    GSE.



 



    Section 4     Allocation of
    Losses between Treasury and GSE.  Treasury will
    bear all Program Losses realized on the New Issue Bond Program
    and the Temporary Credit and Liquidity Facility Program up to
    the First Loss Limit (“First Position Losses”). Each
    GSE will bear Program Losses, if any, realized on the New Issue
    Bond Program and the Temporary Credit and Liquidity Facility
    Program once the Program Losses, if any, realized by Treasury
    equal the First Loss Limit (“Second Position Losses”).



 



    Section 5     First Loss
    Limit.  With respect to a GSE, the First Loss
    Limit will be 35% of the sum of:



 



    (a) the aggregate original principal amount of all New
    Issue Bonds backing the GSE Securities issued from time to time
    under the New Issue Bond Program by that GSE; and



 



    (b) the aggregate original principal portion of the Amount
    Available obligated to be paid by each GSE in each Temporary
    Credit and Liquidity Facility issued under the Temporary Credit
    and Liquidity Facility Program.



 



    Such First Loss Limit may be adjusted by the GSEs and Treasury
    if the aggregate amount under either (a) or (b) above
    is less than $10 billion, or upon the obtaining or
    processing of information impacting the applicable Risk Ratings,
    or such other material new information that affects risk,
    commercial reasonableness, or safety and soundness under either
    the New Issue Bond Program or the Temporary Credit and Liquidity
    Facility Program. Any such adjustment shall be made in good
    faith by the GSEs and Treasury





    

    C-4








 







    based upon objective thresholds factoring into, among other
    things, the applicable Risk Ratings and the aggregate amounts
    set forth in (a) and (b) above.



 



    Section 6     When Transaction
    Loss is Calculated.



 



    (a) New Issue Bond Program. Under the New Issue Bond
    Program, Transaction Loss will be calculated separately with
    respect to each Program Bond upon twelve (12) months after
    the first to occur of:



 



    (1) the stated maturity date of the New Issue Bond;



 



    (2) the date the New Issue Bond is fully redeemed;



 



    (3) the date of acceleration of the New Issue Bond; or



 



    (4) the date of mandatory tender in lieu of redemption of
    the New Issue Bond.



 



    (b) Temporary Credit and Liquidity Facility Program.
    Under the Temporary Credit and Liquidity Facility Program,
    Transaction Loss will be calculated for each Temporary Credit
    and Liquidity Facility upon the last to occur of:



 



    (1) the date the GSE has no further obligation under the
    Temporary Credit and Liquidity Facility;



 



    (2) the date all Bank Bonds, if any, are paid in full,
    remarketed or redeemed; or



 



    (3) twelve (12) months after the first to occur of:



 



    (A) a Credit Advance remains unreimbursed;



 



    (B) a Bank Bond is not paid or redeemed when due; or



 



    (C) the GSE causes the acceleration, redemption or
    mandatory tender of the Bonds upon the occurrence of an Event of
    Default under any of the Transaction Documents.



 



    Section 7     How Losses are
    Determined.



 



    Transaction Losses will be calculated for a New Issue Bond or a
    Temporary Credit and Liquidity Facility as follows:



 



    (a) New Issue Bond Program. Under the New Issue Bond
    Program, a Transaction Loss under a New Issue Bond is the amount
    of principal of such New Issue Bond then due and unpaid as of
    the date that Transaction Loss is calculated. Any accrued and
    unpaid interest and any interest on interest or interest on
    other unpaid sums will not be included in Transaction Losses and
    will be borne solely by Treasury.





    

    C-5








 







    (b) Temporary Credit and Liquidity Facility Program.
    Under the Temporary Credit and Liquidity Facility Program, a
    Transaction Loss under a Temporary Credit and Liquidity Facility
    is:



 



    (1) all amounts owing and unpaid by the HFA under the
    related Reimbursement Agreement (relating to the principal
    portion of unreimbursed Credit Advances and unreimbursed
    Liquidity Advances); less



 



    (2) the sum of all amounts reimbursed, received or
    recovered on account of the amounts owing under paragraph
    (1) above prior to the Loss Calculation Date.



 



    The amount of any Transaction Loss will be allocated between
    unreimbursed Credit Advances and unreimbursed Liquidity Advances
    (and the related Bank Bonds) on the basis of the ratio of
    aggregate unreimbursed principal of the Credit Advances to the
    aggregate unreimbursed principal of the Liquidity Advances.



 



    Transaction Losses will be adjusted pursuant to the provisions
    of Sections 11 and 12.



 



    (c) Calculation Rules. For purposes of determining
    Transaction Loss under the New Issue Bond Program:



 



    (1) Transaction Loss will be calculated only with respect
    to the Bonds actually held by the related Trust. Any Bonds that
    were not acquired by the Trust shall be excluded from the
    calculation of Transaction Loss.



 



    (2) For purposes of calculating Transaction Loss, all
    payments made by the trustee for the Bonds shall be applied as
    principal or interest as characterized by the trustee for the
    Bonds in making such payment. Should the trustee for the Bonds
    not characterize a payment as either principal or interest, then
    that payment shall be characterized as required by the indenture
    or bond resolution for the Bonds. If the trustee for the Bonds
    does not characterize the payment as principal or interest and
    the related indenture or resolution contains no relevant terms,
    then the payment shall be applied first to outstanding and
    unpaid principal of the Bonds in the order of their stated
    maturity dates and then to accrued and unpaid interest on the
    Bonds in the order of their stated maturity dates.



 



    Section 8     Procedure for
    Reporting a Transaction Loss.  Pursuant to the
    timeframes set forth in Paragraph 6 above, the GSE will
    calculate, or cause to be calculated, the amount of Transaction
    Loss, if any, realized on a New Issue Bond or Temporary Credit
    and Liquidity Facility as provided in Paragraph 7 above.



 



    Section 9     Reporting if No
    Transaction Loss Calculated.  If the calculation
    prepared in accordance with Paragraph 7 above shows that no
    Transaction Loss was realized, the GSE will provide or cause to
    be provided a statement to that effect to Treasury within
    90 days of the Loss Calculation Date.





    

    C-6








 







    Section 10     Reporting if
    Transaction Loss Calculated; Payment of Second Position Loss.



 



    (a) Reconciliation. If the calculation shows that a
    Transaction Loss was realized, the GSE will send a written
    reconciliation calculation to Treasury within 90 days of
    the Loss Calculation Date which specifies:



 



    (1) Transaction Identification: The New Issue Bond
    or Temporary Credit and Liquidity Facility for which the
    reconciliation is made.



 



    (2) Transaction Loss: The Transaction Loss realized
    on the New Issue Bond or Temporary Credit and Liquidity Facility
    as of the Loss Calculation Date.



 



    (3) Program Losses:



 



    (A) Aggregate Program Losses (excluding only the
    Transaction Loss then just calculated for the New Issue Bond or
    Temporary Credit and Liquidity Facility for which the
    reconciliation is made); and



 



    (B) Aggregate Program Losses realized as of the Loss
    Calculation Date (including the Transaction Loss then just
    calculated for the New Issue Bond or Temporary Credit and
    Liquidity Facility for which the reconciliation is made).



 



    (4) The First Loss Limit.



 



    (5) The amount of the First Loss Limit still to be borne by
    Treasury.



 



    (b) First Position Losses. If the amount calculated
    in (a)(3)(B) is not more than the First Loss Limit, then the
    Transaction Loss for the New Issue Bond or Temporary Credit and
    Liquidity Facility for such reconciliation calculation is fully
    First Position Losses.



 



    (c) Partial First Position Losses; Partial Second
    Position Losses. If the amount appearing in (a)(3)(A) is
    less than the First Loss Limit but the amount calculated in
    (a)(3)(B) exceeds the First Loss Limit, then:



 



    (1) the portion of the Transaction Loss equal to the
    difference between the amount appearing in (a)(3)(A) and the
    First Loss Limit constitutes First Position Losses; and



 



    (2) the remaining portion of the Transaction Loss not
    allocated to the First Position Losses constitutes Second
    Position Losses.



 



    (d) Second Position Losses. If the amount appearing
    in (a)(3)(A) is more than the First Loss Limit, then the entire
    Transaction Loss constitutes Second Position Losses.





    

    C-7








 







    (e) Loss Sharing Payment. The GSE will pay the
    amount of any Second Position Losses (less all amounts
    previously paid by the GSE to Treasury as Second Position
    Losses) to Treasury or its order not later than 90 days
    after the Loss Calculation Date. Loss sharing payments made with
    respect to GSE Securities will be made as a distribution under
    the GSE Security and all other loss sharing payments will be
    paid to Treasury to such account as Treasury may require.



 



    Section 11     Recoveries;
    Losses are Incurred But Not In Excess of the First Loss
    Limit.  This Section applies if a GSE has
    calculated that a Transaction Loss has been realized with
    respect to one or more New Issue Bonds or Temporary Credit and
    Liquidity Facilities but the amount of the aggregate Program
    Losses has not exceeded the First Loss Limit. If one or more
    payments are received or other amounts are received or recovered
    with respect to any New Issue Bond or Temporary Credit and
    Liquidity Facility in respect of a Transaction Loss, then all
    such amounts will be paid to Treasury and the related
    Transaction Loss and, consequently, the aggregate Program Losses
    will be reduced by the amount of such Recovery.



 



    Section 12     Recoveries;
    Losses are Incurred Which Exceed the First Loss
    Limit.  This Section applies if a GSE has
    calculated that a Transaction Loss has been realized with
    respect to one or more New Issue Bonds or Temporary Credit and
    Liquidity Facilities, aggregate Program Losses exceed the First
    Loss Limit and the GSE has paid any Second Position Losses to
    Treasury. If one or more payments are received or other amounts
    are received or recovered with respect to any New Issue Bond or
    Temporary Credit and Liquidity Facility in respect of a
    Transaction Loss, then:



 



    (a) the related Transaction Losses and, consequently, the
    aggregate Program Losses will be reduced by the amount of such
    Recovery;



 



    (b) the GSE shall be entitled to such payments and other
    amounts, but not in excess of the amount of the Second Position
    Losses previously paid to Treasury; and



 



    (c) any excess available after the payment made in
    subparagraph (b) above shall be paid to Treasury.



 



    Section 13     Partial
    Guarantees of GSE Securities.  In order to
    evidence a GSE’s loss sharing obligations with respect to
    the GSE Securities it issues, the GSE will issue a partial
    guarantee to the related Trust (“Partial Guarantee”)
    for Program Losses allocable to such GSE Securities. The GSE
    will make a payment under a Partial Guarantee only under the
    circumstances set out in this Exhibit.



 



    Section 14     Termination of
    Loss Sharing Upon Unwinding of GSE Security.  A
    GSE’s loss sharing obligations and any related Partial
    Guarantee will automatically terminate with respect to any New
    Issue Bonds or Bank Bonds and the related GSE Security if
    Treasury causes a GSE Security to be unwound in exchange for the
    underlying New Issue Bonds or Bank Bonds.





    

    C-8








 





EXHIBIT D




AUTHORIZED PERSONS




FANNIE MAE



	 	 	 	 	 
	NAME	 	TITLE	 	SIGNATURE
	Carl W. Riedy, Jr.

	 	Vice President for Public Entities
Channel, Housing and Community
Development	 	 
	 
	 	 	 	 
	Douglas Higgs,

	 	Director	 	 
	 
	 	 	 	 
	Sheila Saxton

	 	Director	 	 
	 
	 	 	 	 
	Rene Mondonedo

	 	Loan Servicing Manager	 	 
	 
	 	 	 	 
	Chanda Walker

	 	Loan Administration Manager	 	 
	 
	 	 	 	 
	Richard Sorkin

	 	Vice President, Capital
Markets — Structured Transactions	 	 
	 
	 	 	 	 
	Robert Wright

	 	Director, Mortgage Operations — Bond
Administration	 	 






FREDDIE MAC




	 	 	 	 	 
	NAME	 	TITLE	 	SIGNATURE
	Charles W. Pearson

	 	Vice President, Loan and Securities
Operations	 	 






D-1









 






EXHIBIT E




WIRE INSTRUCTIONS




	 	 	 	 	 	 	 	 	 	 	 
	FANNIE MAE:	 	Wire Instructions for New Issue Bond Program:
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Bank Name:
	 	FNMA NYC
	 	 	 	 
	 

	 	ABA Number:
	 	#021 039 500	 	 	 	 
	 

	 	Account Name:
	 	Bond Admin GR466
	 	 	 	 
	 

	 	Notes:
	 	Deal Name
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Wire Instructions for TCLF Program:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Always include category number, lender number and lender name. Please notify
cash_management@fanniemae.com when wiring funds.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(1) Fannie Mae Account Number and ABA are the same	 	021039500	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(2) Type of Transaction	 	10	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(3) Dollar Amount of Remittance	 	$	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(4) Fannie Mae Telegraphic Abbreviation	 	FNMA NYC/INV (Federal Reserve Bank, NY)

	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(5) Fannie Mae Loan Number & Name Assigned To Loan	 	xxxxx-abc

	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(6) Type of Remittance	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(7) To Contact’s Attention	 	CLCS Servicing

	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(8) Category Number (see below)	 	GR371

	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(9) Beneficiary Address:	 	 	 	 
	 

	 	 	 	 	 	 	 	Fannie Mae

	 

	 	 	 	 	 	 	 	3900 Wisconsin Ave. NW

	 

	 	 	 	 	 	 	 	Washington DC 20016

	 

	 	 	 	 	 	 	 	Mail Stop: 12H-341

	 
	 	 	 	 	 	 	 	 	 	 
	FREDDIE MAC:

	 	Bank Name:
	 	FHLMC WASH
	 	 	 	 
	 

	 	ABA Number:
	 	#021 033 205	 	 	 	 
	 

	 	Account Number:
	 	205229010	 	 	 	 
	 

	 	Account Name:
	 	G-fee
	 	 	 	 
	 

	 	Notes:
	 	N-deal payments — N0XX
	 	 	 	 
	 

	 	Attn:
	 	Multiclass Payment
	 	 	 	 
	 

	 	Phone Number:
	 	571/382-5518	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	FHLMC WASH/INV	 	 	 	 	 	 	 	 
	 

	 	ABA: 021033205	 	 	 	 	 	 	 	 
	 	 	Attn: Jim Wolfson	 	 	 	 
	 	 	Ref: HFA legal fee (or securitization fee)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	TREASURY:	 	ALL AMOUNTS TO BE WIRED TO TREASURY UNDER THIS AGREEMENT WILL BE WIRED USING THE WIRE INSTRUCTIONS SET FORTH
BELOW FOR TREASURY’S FINANCIAL AGENT






E-1









 






	 	 	 
	TREASURY’S FINANCIAL AGENT

	 	Custody Account # : P04700
	 	Account Name: Gamma Hera — TCLP Single Family
	 	 
	 

	 	Wire Instructions:
	 

	 	ABA: 021000021
	 

	 	DDA: 9009000127
	 

	 	FFC: P04700
	 

	 	Description: TCLP Fees
	 
	 	 
	 

	 	Custody Account #: P01711
	 

	 	Account Name: Gamma Hera — TCLP Multi Family
	 
	 	 
	 

	 	Wire Instructions:
	 

	 	ABA: 021000021
	 

	 	DDA: 9009000127
	 

	 	FFC: P01711
	 

	 	Description: TCLP Fees
	 
	 	 
	ADMINISTRATOR

	 	Wire Instructions for New Issue Bond Program:
	 

	 	ABA = 091000022 U.S. Bank
	 

	 	BBK = U.S. Bank N.A.
	 

	 	BNF = U.S. Bank Trust N.A..A.
	 

	 	A/C : 173103321118
	 

	 	OBI = Structured Finance- Account # (TBD)
	 

	 	Ref: NIBP-HFA Code*
	 

	 	Attn: Corporate Trust GSE Securitization
	 
	 	 
	 

	 	Wire Instructions for TCLF Program:
	 

	 	ABA = 091000022 U.S. Bank
	 

	 	BBK = U.S. Bank N.A.
	 

	 	BNF = U.S. Bank Trust N.A.
	 

	 	A/C = 1047-9045-0381
	 

	 	OBI = TFM- Trust Account # (TBD)
	 

	 	REF = TCLF-HFA Code*







 





*     HFA
Code must be referenced in order to correctly identify funds 

HFA INITIATIVE ISSUERS BY STATE AND CODE




	 	 	 	 	 	 	 
	State	 	HFA	 	St.	 	Issuer ID
	Alabama

	 	Alabama Housing Finance Authority
	 	AL
	 	ALAHFA
	Alaska

	 	Alaska Housing Finance Corporation
	 	AK
	 	AKHFCO
	Arizona

	 	Industrial Development Authority of the County of Maricopa
	 	AZ
	 	MARICO
	Arizona

	 	Industrial Development Authority of the County of Pima
	 	AZ
	 	PIMACO
	Arizona

	 	Arizona Housing Finance Authority
	 	AZ
	 	ARZHFA
	Arizona

	 	Tucson IDA
	 	AZ
	 	TUSIDA
	Arizona

	 	Industrial Development Authority of the City of Phoenix
	 	AZ
	 	PHXIDA
	Arkansas

	 	Arkansas Development Finance Authority
	 	AR
	 	ARKDFA
	California

	 	California Housing Finance Agency
	 	CA
	 	CALHFA
	California

	 	California Statewide Communities Development
	 	CA
	 	CALSCD
	California

	 	ABAG Finance Authority for Nonprofit Corporations
	 	CA
	 	CANONP
	California

	 	City of San Jose Housing Department
	 	CA
	 	SJHDPT
	California

	 	City of Los Angeles Housing Department
	 	CA
	 	LAHDPT






E-2









 






	 	 	 	 	 	 	 
	State	 	HFA	 	St.	 	Issuer ID
	California

	 	County of Contra Costa
	 	CA
	 	CONCOS
	 
	 	 	 	 	 	 
	California

	 	Independent Cities Finance Authority
	 	CA
	 	INCTYS
	 
	 	 	 	 	 	 
	California

	 	Cal Rural Home Buyers Fund
	 	CA
	 	CARURL
	 
	 	 	 	 	 	 
	California

	 	Southern California Home Financing Authority
	 	CA
	 	SOCALH
	 
	 	 	 	 	 	 
	California

	 	California Department of Veterans Affairs
	 	CA
	 	CADOVA
	 
	 	 	 	 	 	 
	Colorado

	 	City and County of Denver
	 	CO
	 	DENVCO
	 
	 	 	 	 	 	 
	Colorado

	 	El Paso County
	 	CO
	 	ELPSCO
	 
	 	 	 	 	 	 
	Colorado

	 	Colorado Housing and Finance Authority
	 	CO
	 	COLHFA
	 
	 	 	 	 	 	 
	Connecticut

	 	Connecticut Housing Finance Authority
	 	CT
	 	CONNHF
	 
	 	 	 	 	 	 
	DC

	 	District of Columbia Housing Finance Agency
	 	DC
	 	WDCHFA
	 
	 	 	 	 	 	 
	Delaware

	 	Delaware State Housing Authority
	 	DE
	 	DELHFA
	 
	 	 	 	 	 	 
	Florida

	 	Florida Housing Finance Corporation
	 	FL
	 	FLAHFA
	 
	 	 	 	 	 	 
	Florida

	 	Orange County Housing Finance Authority
	 	FL
	 	ORCHFA
	 
	 	 	 	 	 	 
	Florida

	 	Housing Finance Authority of Miami-Dade County
	 	FL
	 	MIAMID
	 
	 	 	 	 	 	 
	Florida

	 	Jacksonville Housing Finance Authority
	 	FL
	 	JAXHFA
	 
	 	 	 	 	 	 
	Florida

	 	Housing Finance Authority of Hillsborough County
	 	FL
	 	HILLCO
	 
	 	 	 	 	 	 
	Florida

	 	Housing Finance Authority of Pinellas County
	 	FL
	 	PINECO
	 
	 	 	 	 	 	 
	Florida

	 	Housing Finance Authority of Broward County, Florida
	 	FL
	 	BROWCO
	 
	 	 	 	 	 	 
	Florida

	 	Brevard County, Florida Housing Finance Authority
	 	FL
	 	BREVCO
	 
	 	 	 	 	 	 
	Florida

	 	Housing Finance Authority of Manatee Coutny, Florida
	 	FL
	 	MANACO
	 
	 	 	 	 	 	 
	Florida

	 	Housing Finance Authority of Palm Beach
	 	FL
	 	PLMBCH
	 
	 	 	 	 	 	 
	Florida

	 	Housing Finance Authority of Lee County
	 	FL
	 	LEECOU
	 
	 	 	 	 	 	 
	Florida

	 	Escambia County Housing Finance Authority
	 	FL
	 	ESCACO
	 
	 	 	 	 	 	 
	Georgia

	 	Urban Residential Finance Authority
	 	GA
	 	GAURBN
	 
	 	 	 	 	 	 
	Georgia

	 	Housing Authority of the City of Union City
	 	GA
	 	UNNCTY
	 
	 	 	 	 	 	 
	Georgia

	 	Housing Authority of Newnan
	 	GA
	 	NEWNAN
	 
	 	 	 	 	 	 
	Georgia

	 	Georgia Housing and Finance Authority
	 	GA
	 	GAHFNA
	 
	 	 	 	 	 	 
	Georgia

	 	Housing Authority of Dekalb County
	 	GA
	 	DEKACO
	 
	 	 	 	 	 	 
	Hawaii

	 	Hawaii Housing Finance Development Center
	 	HI
	 	HIHFDC
	 
	 	 	 	 	 	 
	Idaho

	 	Idaho Housing Finance Association
	 	ID
	 	IDAHFA
	 
	 	 	 	 	 	 
	Illinois

	 	Illinois Housing Development Authority
	 	IL
	 	ILLHDA
	 
	 	 	 	 	 	 
	Illinois

	 	City of Chicago Department of Finance
	 	IL
	 	CHIDOF
	 
	 	 	 	 	 	 
	Illinois

	 	Lake County Partners for Economic Development
	 	IL
	 	LAKECO
	 
	 	 	 	 	 	 
	Illinois

	 	Southwestern Illinois Development Authority
	 	IL
	 	SWILDA
	 
	 	 	 	 	 	 
	Indiana

	 	Indiana Housing and Community Development Authority
	 	IN
	 	INHCDA
	 
	 	 	 	 	 	 
	Iowa

	 	Iowa Finance Authority
	 	IA
	 	IOWAFA
	 
	 	 	 	 	 	 
	Kansas

	 	Sedgwick and Shawnee County
	 	KS
	 	SEDSHA
	 
	 	 	 	 	 	 
	Kentucky

	 	Kentucky Housing Corporation
	 	KY
	 	KENTHC
	 
	 	 	 	 	 	 
	Louisiana

	 	Finance Authority of New Orleans
	 	LA
	 	FANOLA
	 
	 	 	 	 	 	 
	Louisiana

	 	Louisiana Housing Finance Agency
	 	LA
	 	LAHFNA
	 
	 	 	 	 	 	 
	Louisiana

	 	Jefferson Parish Finance Authority
	 	LA
	 	JEFFPA
	 
	 	 	 	 	 	 
	Louisiana

	 	Hammond-Tangipahoa Home Mortgage Authority
	 	LA
	 	HAMTAN
	 
	 	 	 	 	 	 
	Louisiana

	 	Lafayette Public Trust Financing Authority
	 	LA
	 	LAFAYT
	 
	 	 	 	 	 	 
	Louisiana

	 	Denham Springs/Livingston Housing and Mortgage Finance
Authority
	 	LA
	 	DENLIV
	 
	 	 	 	 	 	 
	Louisiana

	 	Rapides Finance Authority
	 	LA
	 	RAPIFA
	 
	 	 	 	 	 	 
	Louisiana

	 	St. Bernard Parish Home Mortgage Authority
	 	LA
	 	STBDPA
	 
	 	 	 	 	 	 
	Louisiana

	 	East Baton Rouge Mortgage Finance Authority
	 	LA
	 	EBRMFA
	 
	 	 	 	 	 	 
	Louisiana

	 	Calcasieu Parish Public Trust Authority
	 	LA
	 	CALCPA






E-3









 






	 	 	 	 	 	 	 
	State	 	HFA	 	St.	 	Issuer ID
	Louisiana

	 	Finance Authority of St. Tammany Parish
	 	LA
	 	STAMPA
	 
	 	 	 	 	 	 
	Maine

	 	Maine State Housing Authority
	 	ME
	 	MESTHA
	 
	 	 	 	 	 	 
	Maryland

	 	Housing Opportunities Commission of Montgomery County MD
	 	MD
	 	MONTMD
	 
	 	 	 	 	 	 
	Maryland

	 	Maryland Department of Housing and Community Development
	 	MD
	 	MDDHCD
	 
	 	 	 	 	 	 
	Maryland

	 	Anne Arundel County Economic Dev Corporation
	 	MD
	 	AACOED
	 
	 	 	 	 	 	 
	Massachusetts

	 	Mass Housing
	 	MA
	 	MAHOUS
	 
	 	 	 	 	 	 
	Michigan

	 	Michigan State Housing Development Authority
	 	MI
	 	MISTHD
	 
	 	 	 	 	 	 
	Minnesota

	 	Minnesota Housing Finance Authority
	 	MN
	 	MINHFA
	 
	 	 	 	 	 	 
	Minnesota

	 	Minneapolis / Saint Paul Housing Finance Board
	 	MN
	 	MNSTPL
	 
	 	 	 	 	 	 
	Minnesota

	 	Dakota County Community Development Agency
	 	MN
	 	DKCCDA
	 
	 	 	 	 	 	 
	Mississippi

	 	Mississippi Home Corporation
	 	MS
	 	MISSHC
	 
	 	 	 	 	 	 
	Missouri

	 	Missouri Housing Development Commission
	 	MO
	 	MIZHDC
	 
	 	 	 	 	 	 
	Montana

	 	Montana Board of Housing
	 	MT
	 	MONTBH
	 
	 	 	 	 	 	 
	Nebraska

	 	Nebraska Investment Finance Authority
	 	NE
	 	NEBIFA
	 
	 	 	 	 	 	 
	Nevada

	 	Nevada Housing Division
	 	NV
	 	NEVAHD
	 
	 	 	 	 	 	 
	Nevada

	 	Nevada Rural Housing Authority
	 	NV
	 	NEVRHA
	 
	 	 	 	 	 	 
	New Hampshire

	 	New Hampshire Housing Finance Authority
	 	NH
	 	NEWHHF
	 
	 	 	 	 	 	 
	New Jersey

	 	New Jersey Housing & Mortgage Finance Agency
	 	NJ
	 	NJHMFA
	 
	 	 	 	 	 	 
	New Mexico

	 	New Mexico Mortgage Finance Authority
	 	NM
	 	NMXMFA
	 
	 	 	 	 	 	 
	New York

	 	New York State Housing Finance Agency
	 	NY
	 	NYSHFA
	 
	 	 	 	 	 	 
	New York

	 	State of New York Mortgage Agency
	 	NY
	 	SONYMA
	 
	 	 	 	 	 	 
	New York

	 	City of Yonkers Industrial Development Agency
	 	NY
	 	YONKID
	 
	 	 	 	 	 	 
	New York

	 	Dutchess County Industrial Development Agency
	 	NY
	 	DUTCHS
	 
	 	 	 	 	 	 
	New York City

	 	New York City Housing Development Corporation
	 	NY
	 	NYCHDC
	 
	 	 	 	 	 	 
	North Carolina

	 	North Carolina Housing Finance Agency
	 	NC
	 	NORCAR
	 
	 	 	 	 	 	 
	North Dakota

	 	North Dakota Housing Finance Authority
	 	ND
	 	NORDAK
	 
	 	 	 	 	 	 
	Ohio

	 	Ohio Housing Finance Agency
	 	OH
	 	OHIOHL
	 
	 	 	 	 	 	 
	Oklahoma

	 	Cleveland County Home Loan Authority
	 	OK
	 	CLEVHL
	 
	 	 	 	 	 	 
	Oklahoma

	 	Oklahoma Housing Finance Agency
	 	OK
	 	OKLHFA
	 
	 	 	 	 	 	 
	Oklahoma

	 	Tulsa County Home Finance Authority
	 	OK
	 	TULSAH
	 
	 	 	 	 	 	 
	Oklahoma

	 	Oklahoma County Home Finance Authority
	 	OK
	 	OKLACO
	 
	 	 	 	 	 	 
	Oregon

	 	State of Oregon, Housing and Community Services Dept
	 	OR
	 	OREGON
	 
	 	 	 	 	 	 
	Pennsylvania

	 	Urban Redevelopment Authority of Pittsburgh
	 	PA
	 	PITTRD
	 
	 	 	 	 	 	 
	Pennsylvania

	 	Pennsylvania Housing Finance Agency
	 	PA
	 	PENHFA
	 
	 	 	 	 	 	 
	Pennsylvania

	 	Allegheny County Residential Finance Authority
	 	PA
	 	ALGHCO
	 
	 	 	 	 	 	 
	Puerto Rico

	 	Puerto Rico Housing Finance Authority
	 	PR
	 	PURICO
	 
	 	 	 	 	 	 
	Rhode Island

	 	Rhode Island Housing and Mortgage Finance Corporation
	 	RI
	 	RIHMFC
	 
	 	 	 	 	 	 
	South Carolina

	 	South Carolina State Housing Finance and Development
Authority
	 	SC
	 	SCHFDA
	 
	 	 	 	 	 	 
	South Dakota

	 	South Dakota Housing Development Authority
	 	SD
	 	SDKHDA
	 
	 	 	 	 	 	 
	Tennessee

	 	Health and Education Facilities Board of the Metropolitan
Government of Nashvill and Davidson County
	 	TN
	 	NASHVL
	 
	 	 	 	 	 	 
	Tennessee

	 	Health, Education & Housing Facility Board of the City of
Memphis
	 	TN
	 	MEMPHS
	 
	 	 	 	 	 	 
	Tennessee

	 	Tennessee Housing Development Agency
	 	TN
	 	TNNHDA
	 
	 	 	 	 	 	 
	Texas

	 	Texas Department of Housing and Community Affairs
	 	TX
	 	TXDHCA
	 
	 	 	 	 	 	 
	Texas

	 	Capital Area Housing Finance Corporation
	 	TX
	 	CPAHFC
	 
	 	 	 	 	 	 
	Texas

	 	Amarillo Housing Finance Corporation
	 	TX
	 	AMARIL
	 
	 	 	 	 	 	 
	Texas

	 	City of Dallas Housing Finance Corporation
	 	TX
	 	DALLAS
	 
	 	 	 	 	 	 
	Texas

	 	Denton County Housing Finance Corporation
	 	TX
	 	DENTCO






E-4









 






	 	 	 	 	 	 	 
	State	 	HFA	 	St.	 	Issuer ID
	Texas

	 	Fort Bend County Finance Corporation
	 	TX
	 	FRTBND
	 
	 	 	 	 	 	 
	Texas

	 	Jefferson County Housing Finance Corporation
	 	TX
	 	JEFFCO
	 
	 	 	 	 	 	 
	Texas

	 	West Central Texas Regional Housing Finance Corporation
	 	TX
	 	WCENTX
	 
	 	 	 	 	 	 
	Texas

	 	Texas State Affordable Housing Corporation
	 	TX
	 	TXSAHC
	 
	 	 	 	 	 	 
	Texas

	 	Houston Housing Finance Corporation
	 	TX
	 	HOUSTN
	 
	 	 	 	 	 	 
	Texas

	 	Southeast Texas Housing Finance Corporation
	 	TX
	 	SETXHF
	 
	 	 	 	 	 	 
	Texas

	 	Cameron County Housing Finance Corporation
	 	TX
	 	CAMRCO
	 
	 	 	 	 	 	 
	Texas

	 	Panhandle Regional Housing Finance Corporation
	 	TX
	 	PANHAN
	 
	 	 	 	 	 	 
	Texas

	 	Heart of Texas Housing Finance Corporation
	 	TX
	 	HRTOTX
	 
	 	 	 	 	 	 
	Texas

	 	Nortex Housing Finance Corporation
	 	TX
	 	NORTEX
	 
	 	 	 	 	 	 
	Texas

	 	El Paso Housing Finance Corporation
	 	TX
	 	ELPSTX
	 
	 	 	 	 	 	 
	Texas

	 	Harris County Housing Finance Corporation
	 	TX
	 	HARRIS
	 
	 	 	 	 	 	 
	Texas

	 	Central Texas Housing Finance Corporation
	 	TX
	 	CENTTX
	 
	 	 	 	 	 	 
	Texas

	 	Concho Valley Housing Finance Corporation
	 	TX
	 	CONCHO
	 
	 	 	 	 	 	 
	Texas

	 	North Central Texas Housing Finance Corporation
	 	TX
	 	NORCTX
	 
	 	 	 	 	 	 
	Texas

	 	Tarrant County Housing Finance Corporation
	 	TX
	 	TARRCO
	 
	 	 	 	 	 	 
	Texas

	 	Travis County Housing Finance Corporation
	 	TX
	 	TRAVCO
	 
	 	 	 	 	 	 
	Texas

	 	Midland County Housing Finance Corporation
	 	TX
	 	MIDLCO
	 
	 	 	 	 	 	 
	Texas

	 	South Plains Housing Finance Corporation
	 	TX
	 	SOUPLA
	 
	 	 	 	 	 	 
	Texas

	 	Lubbock Housing Finance Corporation
	 	TX
	 	LUBHFC
	 
	 	 	 	 	 	 
	Texas

	 	Grand Prairie Housing Finance Corporation
	 	TX
	 	GRANPR
	 
	 	 	 	 	 	 
	Texas

	 	Alamo Area Housing Finance Corporation
	 	TX
	 	ALAMOA
	 
	 	 	 	 	 	 
	Texas

	 	Hidalgo Willacy Counties Housing Finance Corporation
	 	TX
	 	HIDALG
	 
	 	 	 	 	 	 
	Texas

	 	Northwest Central Texas Housing Finance Corporation
	 	TX
	 	NWCLTX
	 
	 	 	 	 	 	 
	Texas

	 	Arlington Housing Finance Corporation
	 	TX
	 	ARLING
	 
	 	 	 	 	 	 
	Texas

	 	Port Arthur Housing Finance Corporation
	 	TX
	 	PRTART
	 
	 	 	 	 	 	 
	Texas

	 	Garland Housing Finance Corporation
	 	TX
	 	GARLND
	 
	 	 	 	 	 	 
	Texas

	 	Montgomery County Housing Finance Corporation
	 	TX
	 	MONTTX
	 
	 	 	 	 	 	 
	Texas

	 	Bexar County Community Resources Department
	 	TX
	 	BEXRCO
	 
	 	 	 	 	 	 
	Texas

	 	Harlingen Housing Finance Corporation
	 	TX
	 	HARLIN
	 
	 	 	 	 	 	 
	Texas

	 	Laredo Housing Finance Corporation
	 	TX
	 	LAREDO
	 
	 	 	 	 	 	 
	Texas

	 	Texoma Housing Finance Corporation
	 	TX
	 	TEXOMA
	 
	 	 	 	 	 	 
	Texas

	 	San Antonio Housing Trust Finance Corporation
	 	TX
	 	SANANT
	 
	 	 	 	 	 	 
	Utah

	 	Utah Housing Corporation
	 	UT
	 	UTAHHC
	 
	 	 	 	 	 	 
	Vermont

	 	Vermont Housing Finance Agency
	 	VT
	 	VERMON
	 
	 	 	 	 	 	 
	Virginia

	 	Virginia Housing Development Authority
	 	VA
	 	VAHDEV
	 
	 	 	 	 	 	 
	Washington

	 	Washington State Housing Finance Commission
	 	WA
	 	WASHST
	 
	 	 	 	 	 	 
	Washington

	 	Seattle Housing Authority
	 	WA
	 	SEATTL
	 
	 	 	 	 	 	 
	West Virginia

	 	West Virginia Housing Development Fund
	 	WV
	 	WESTVA
	 
	 	 	 	 	 	 
	Wisconsin

	 	Wisconsin Housing and Economic Development Authority
	 	WI
	 	WISCHE
	 
	 	 	 	 	 	 
	Wyoming

	 	Wyoming Community Development Authority
	 	WY
	 	WYOCDA







E-5