exv10w84








 




    Exhibit 10.84



 






 


 




    REIMBURSEMENT
    AGREEMENT



 




    (Temporary
    Credit and Liquidity Program)



 


 




    among
    



 


 




    [HOUSING
    FINANCE AGENCY],



 


 




    [TRUSTEE],
    as Trustee and Tender Agent,
    



 


 




    FANNIE
    MAE



 


 




    and
    



 


 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION



 


 




    Dated as of
    [CLOSING DATE], 2009
    



 


 




    [HOUSING
    FINANCE AGENCY]
    




    [NAME OF BONDS]




    Concerning credit and liquidity support for the various Series
    of Bonds identified in Schedule 1 attached 

    hereto.



 

















 








    TABLE OF
    CONTENTS
    



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE I


	
 
	
    DEFINITIONS
	
 
	
    1

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 1.1.


	
 
	
 
	
 
	
    Specific Terms
	
 
	
    1

	

    Section 1.2.


	
 
	
 
	
 
	
    Incorporation of Certain Definitions by Reference
	
 
	
    7

	

    Section 1.3.


	
 
	
 
	
 
	
    Accounting Matters
	
 
	
    7

	

    Section 1.4.


	
 
	
 
	
 
	
    Interpretation
	
 
	
    8

	
 
	
 
	
 
	
 
	
 

	

    ARTICLE II


	
 
	
    AGREEMENT TO DELIVER CREDIT AND LIQUIDITY FACILITY; REIMBURSEMENT
	
 
	
    8

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 2.1.


	
 
	
 
	
 
	
    Agreement to Execute and Deliver Credit and Liquidity Facility
	
 
	
    8

	

    Section 2.2.


	
 
	
 
	
 
	
    Reimbursement Obligations: Credit Enhancement Advances
	
 
	
    8

	

    Section 2.3.


	
 
	
 
	
 
	
    Repayment of Liquidity Advances and Mandatory Tender Advances
	
 
	
    8

	

    Section 2.4.


	
 
	
 
	
 
	
    Payment Notices to GSEs
	
 
	
    8

	

    Section 2.5.


	
 
	
 
	
 
	
    Repayment of Excess Advances
	
 
	
    8

	
 
	
 
	
 
	
 
	
 

	

    ARTICLE III


	
 
	
    PURCHASE OF BONDS; FEES
	
 
	
    9

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 3.1.


	
 
	
 
	
 
	
    Purchase of Bonds
	
 
	
    9

	

    Section 3.2.


	
 
	
 
	
 
	
    Bank Bonds
	
 
	
    9

	

    Section 3.3.


	
 
	
 
	
 
	
    Method of Purchasing
	
 
	
    10

	

    Section 3.4.


	
 
	
 
	
 
	
    Reduction, Reinstatement or Termination of Amount Available
	
 
	
    10

	

    Section 3.5.


	
 
	
 
	
 
	
    Sale of Bank Bonds Limited
	
 
	
    10

	

    Section 3.6.


	
 
	
 
	
 
	
    Rights of Bank Bondholders
	
 
	
    11

	

    Section 3.7.


	
 
	
 
	
 
	
    Facility Fee and Other Fees
	
 
	
    11

	

    Section 3.8.


	
 
	
 
	
 
	
    Net of Taxes, Etc
	
 
	
    12

	

    Section 3.9.


	
 
	
 
	
 
	
    Increased Costs
	
 
	
    13

	

    Section 3.10.


	
 
	
 
	
 
	
    Computations: Payments
	
 
	
    14

	

    Section 3.11.


	
 
	
 
	
 
	
    Voluntary Termination
	
 
	
    14

	

    Section 3.12.


	
 
	
 
	
 
	
    Nature of Obligations
	
 
	
    15

	

    Section 3.13.


	
 
	
 
	
 
	
    Tax Ownership
	
 
	
    15

	
 
	
 
	
 
	
 
	
 

	

    ARTICLE IV


	
 
	
    BANK BONDS
	
 
	
    15

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 4.1.


	
 
	
 
	
 
	
    Maturity; Interest
	
 
	
    15

	
 
	
 
	
 
	
 
	
 

	

    ARTICLE V


	
 
	
    CONDITIONS PRECEDENT TO EFFECTIVENESS
	
 
	
    16

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 5.1.


	
 
	
 
	
 
	
    Conditions
	
 
	
    16

	

    Section 5.2.


	
 
	
 
	
 
	
    Other Documents
	
 
	
    17

	

    Section 5.3.


	
 
	
 
	
 
	
    Legal Opinions
	
 
	
    17

	

    Section 5.4.


	
 
	
 
	
 
	
    Supporting Documents of the Issuer
	
 
	
    18

	

    Section 5.5.


	
 
	
 
	
 
	
    Supporting Documents of the Trustee
	
 
	
    18

	

    Section 5.6.


	
 
	
 
	
 
	
    Other Supporting Documents
	
 
	
    18

	

    Section 5.7.


	
 
	
 
	
 
	
    Payment of Fees and Expenses
	
 
	
    18

	

    Section 5.8.


	
 
	
 
	
 
	
    Rating
	
 
	
    18

	

    Section 5.9.


	
 
	
 
	
 
	
    Issuer Bond Rating
	
 
	
    18

	

    Section 5.10.


	
 
	
 
	
 
	
    Other Documents
	
 
	
    19















 







	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE VI


	
 
	
    REPRESENTATIONS AND WARRANTIES
	
 
	
    19

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 6.1.


	
 
	
 
	
 
	
    Status
	
 
	
    19

	

    Section 6.2.


	
 
	
 
	
 
	
    Power and Authority
	
 
	
    19

	

    Section 6.3.


	
 
	
 
	
 
	
    Enforceability
	
 
	
    19

	

    Section 6.4.


	
 
	
 
	
 
	
    No Conflict
	
 
	
    19

	

    Section 6.5.


	
 
	
 
	
 
	
    Consents
	
 
	
    20

	

    Section 6.6.


	
 
	
 
	
 
	
    Litigation
	
 
	
    20

	

    Section 6.7.


	
 
	
 
	
 
	
    Default
	
 
	
    20

	

    Section 6.8.


	
 
	
 
	
 
	
    Official Statement
	
 
	
    20

	

    Section 6.9.


	
 
	
 
	
 
	
    Bonds
	
 
	
    20

	

    Section 6.10.


	
 
	
 
	
 
	
    Assignment of Bonds
	
 
	
    20

	

    Section 6.11.


	
 
	
 
	
 
	
    Incorporation of Representations and Warranties
	
 
	
    20

	

    Section 6.12.


	
 
	
 
	
 
	
    Financial Statements
	
 
	
    21

	

    Section 6.13.


	
 
	
 
	
 
	
    Complete and Correct Information
	
 
	
    21

	

    Section 6.14.


	
 
	
 
	
 
	
    No Proposed Legal Changes
	
 
	
    21

	

    Section 6.15.


	
 
	
 
	
 
	
    The Tender Agent and the Remarketing Agent
	
 
	
    21

	

    Section 6.16.


	
 
	
 
	
 
	
    [Reserved.]
	
 
	
    22

	

    Section 6.17.


	
 
	
 
	
 
	
    No Sovereign Immunity
	
 
	
    22

	

    Section 6.18.


	
 
	
 
	
 
	
    Interest
	
 
	
    22

	

    Section 6.19.


	
 
	
 
	
 
	
    Investment Obligations
	
 
	
    22

	

    Section 6.20.


	
 
	
 
	
 
	
    Tax-Exempt Status
	
 
	
    22

	

    Section 6.21.


	
 
	
 
	
 
	
    Security
	
 
	
    22

	

    Section 6.22.


	
 
	
 
	
 
	
    Hedges
	
 
	
    22

	

    Section 6.23.


	
 
	
 
	
 
	
    Investment Guidelines
	
 
	
    22

	
 
	
 
	
 
	
 
	
 

	

    ARTICLE VII


	
 
	
    COVENANTS
	
 
	
    22

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 7.1.


	
 
	
 
	
 
	
    Payment Obligations
	
 
	
    22

	

    Section 7.2.


	
 
	
 
	
 
	
    Related Documents
	
 
	
    23

	

    Section 7.3.


	
 
	
 
	
 
	
    Reporting Requirements
	
 
	
    23

	

    Section 7.4.


	
 
	
 
	
 
	
    Compliance With Law
	
 
	
    26

	

    Section 7.5.


	
 
	
 
	
 
	
    Notices
	
 
	
    26

	

    Section 7.6.


	
 
	
 
	
 
	
    Certain Information
	
 
	
    27

	

    Section 7.7.


	
 
	
 
	
 
	
    Liquidity
	
 
	
    27

	

    Section 7.8.


	
 
	
 
	
 
	
    Appointment of Successors and Replacements
	
 
	
    27

	

    Section 7.9.


	
 
	
 
	
 
	
    Maintenance of Approvals: Filings, Etc
	
 
	
    27

	

    Section 7.10.


	
 
	
 
	
 
	
    Inspection Rights
	
 
	
    27

	

    Section 7.11.


	
 
	
 
	
 
	
    Additional Obligations
	
 
	
    27

	

    Section 7.12.


	
 
	
 
	
 
	
    Permitted Liens
	
 
	
    27

	

    Section 7.13.


	
 
	
 
	
 
	
    Issuer Bond Rating
	
 
	
    28

	

    Section 7.14.


	
 
	
 
	
 
	
    Litigation, Etc
	
 
	
    28

	

    Section 7.15.


	
 
	
 
	
 
	
    Indenture; Redemption of Bank Bonds; Payment of Fees
	
 
	
    28

	

    Section 7.16.


	
 
	
 
	
 
	
    Maintenance of Existence
	
 
	
    28

	

    Section 7.17.


	
 
	
 
	
 
	
    Swap Termination Fees
	
 
	
    28

	

    Section 7.18.


	
 
	
 
	
 
	
    Further Assurances
	
 
	
    28

	

    Section 7.19.


	
 
	
 
	
 
	
    Disclosure to Participants
	
 
	
    29

	

    Section 7.20.


	
 
	
 
	
 
	
    Conversions; Defeasance
	
 
	
    29

	

    Section 7.21.


	
 
	
 
	
 
	
    Investment Securities
	
 
	
    29






    ii








 







	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    Section 7.22.


	
 
	
 
	
 
	
    [Reserved.]
	
 
	
    29

	

    Section 7.23.


	
 
	
 
	
 
	
    Maintenance of Tax-Exempt Status of the Bonds
	
 
	
    29

	

    Section 7.24.


	
 
	
 
	
 
	
    No Leverage; No Derivatives
	
 
	
    29

	

    Section 7.25.


	
 
	
 
	
 
	
    Special GSE Program Covenants
	
 
	
    29

	
 
	
 
	
 
	
 
	
 

	

    ARTICLE VIII


	
 
	
    EVENTS OF DEFAULT
	
 
	
    31

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 8.1.


	
 
	
 
	
 
	
    Payments
	
 
	
    31

	

    Section 8.2.


	
 
	
 
	
 
	
    Fee Payments; Reimbursement
	
 
	
    31

	

    Section 8.3.


	
 
	
 
	
 
	
    Representations
	
 
	
    31

	

    Section 8.4.


	
 
	
 
	
 
	
    Certain Covenants
	
 
	
    31

	

    Section 8.5.


	
 
	
 
	
 
	
    Other Covenants
	
 
	
    32

	

    Section 8.6.


	
 
	
 
	
 
	
    Insolvency
	
 
	
    32

	

    Section 8.7.


	
 
	
 
	
 
	
    Invalidity
	
 
	
    32

	

    Section 8.8.


	
 
	
 
	
 
	
    Ratings Withdrawal or Suspension
	
 
	
    33

	

    Section 8.9.


	
 
	
 
	
 
	
    Default on Other Obligations
	
 
	
    33

	

    Section 8.10.


	
 
	
 
	
 
	
    Judgment
	
 
	
    33

	

    Section 8.11.


	
 
	
 
	
 
	
    Maintenance of Tax-Exempt Status of the Bonds
	
 
	
    33

	

    Section 8.12.


	
 
	
 
	
 
	
    Event of Default Under Related Documents
	
 
	
    33

	

    Section 8.13.


	
 
	
 
	
 
	
    Remedies
	
 
	
    33

	
 
	
 
	
 
	
 
	
 

	

    ARTICLE IX


	
 
	
    OBLIGATIONS ABSOLUTE
	
 
	
    34

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 9.1.


	
 
	
 
	
 
	
    Obligations Absolute
	
 
	
    34

	
 
	
 
	
 
	
 
	
 

	

    ARTICLE X


	
 
	
    MISCELLANEOUS
	
 
	
    34

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Section 10.1.


	
 
	
 
	
 
	
    Amendments; Liability of the GSEs
	
 
	
    34

	

    Section 10.2.


	
 
	
 
	
 
	
    Costs and Expenses
	
 
	
    35

	

    Section 10.3.


	
 
	
 
	
 
	
    Notices
	
 
	
    36

	

    Section 10.4.


	
 
	
 
	
 
	
    Successors and Assigns
	
 
	
    37

	

    Section 10.5.


	
 
	
 
	
 
	
    Governing Law; Waiver of Jury Trial; Venue
	
 
	
    38

	

    Section 10.6.


	
 
	
 
	
 
	
    No Waivers, Amendments, Etc
	
 
	
    38

	

    Section 10.7.


	
 
	
 
	
 
	
    Counterparts
	
 
	
    38

	

    Section 10.8.


	
 
	
 
	
 
	
    Source of Funds
	
 
	
    38

	

    Section 10.9.


	
 
	
 
	
 
	
    Term of the Agreement
	
 
	
    39

	

    Section 10.10.


	
 
	
 
	
 
	
    Headings
	
 
	
    39

	

    Section 10.11.


	
 
	
 
	
 
	
    Complete and Controlling Agreement
	
 
	
    39

	

    Section 10.12.


	
 
	
 
	
 
	
    Losses Relating to Telephonic Notices
	
 
	
    39

	

    Section 10.13.


	
 
	
 
	
 
	
    Severability
	
 
	
    39

	

    Section 10.14.


	
 
	
 
	
 
	
    Notices to, and Independent Rights of, the GSEs
	
 
	
    39

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    SCHEDULE 1


	
 
	
 
	
 
	
 
	
 
	
 

	

    SCHEDULE 2


	
 
	
 
	
 
	
 
	
 
	
 

	

    SCHEDULE 3


	
 
	
 
	
 
	
 
	
 
	
 

	

    SCHEDULE 4


	
 
	
 
	
 
	
 
	
 
	
 











    iii








 








    REIMBURSEMENT
    AGREEMENT



 



    THIS REIMBURSEMENT AGREEMENT, dated as of [CLOSING DATE],
    2009 (as the same may be amended and supplemented from time to
    time, this “Agreement”), by and among the [HOUSING
    FINANCE AGENCY] (the “Issuer”), [TRUSTEE],
    acting hereunder not in its individual capacity but solely as
    Tender Agent and Trustee (both said roles being defined herein
    as the “Trustee”), FANNIE MAE, 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.
    (“Fannie Mae”) and FEDERAL HOME LOAN MORTGAGE
    CORPORATION, a shareholder-owned government sponsored
    enterprise organized under the laws of the United States
    (“Freddie Mac”) (Fannie Mae and Freddie Mac are herein
    referred to as the “GSEs” and, each, a
    “GSE”),



 




    WITNESSETH:



 



    WHEREAS, the Issuer has issued its [NAME OF BONDS], a portion of
    which is currently outstanding in the one or more Series and in
    the aggregate principal amounts identified in Schedule 1
    hereto (each, a “Series of Bonds” and together the
    “Bonds”), pursuant to the [Indenture/Bond Resolution
    adopted by the Issuer on
              ,
              ],
    as heretofore amended and supplemented (as the same may be
    amended and supplemented from time to time hereafter, the
    “Indenture”);



 



    WHEREAS, the Issuer wishes to enhance the liquidity of the Bonds
    by providing (i) credit support for the Bonds and
    (ii) liquidity support for the Bonds which are not
    remarketed upon certain tenders by the Bondholders or Beneficial
    Owners thereof on or prior to the last day of the Commitment
    Period (as hereinafter defined) as provided herein through
    purchases of Bonds by the GSEs, both from the proceeds of
    advances made pursuant to a Standby Irrevocable Temporary Credit
    and Liquidity Facility, dated as of [DATE] and issued by the
    GSEs (the “Credit and Liquidity Facility”);



 



    WHEREAS, each of the GSEs is willing, upon the occurrence of
    certain events, to fund one-half of any required credit advance
    and to purchase one half of any of the outstanding Bonds
    tendered by the Bondholders or Beneficial Owners thereof and not
    successfully remarketed, upon the terms and conditions set forth
    in this Agreement and the Credit and Liquidity Facility; and



 



    WHEREAS, in reliance upon the provisions hereof, the GSEs are
    willing to enter into this Agreement and to deliver the Credit
    and Liquidity Facility.



 



    NOW, THEREFORE, the parties hereto agree as follows:



 




    ARTICLE I



 




    DEFINITIONS



 



    Section 1.1. Specific Terms.  As used
    herein, the following terms have the meanings indicated below or
    in the referenced Section of this Agreement, unless the context
    clearly indicates otherwise:



 



    “Act” means the governing law of the State
    pursuant to which the Issuer was created and exists and the
    Bonds were issued and are outstanding, as more particularly
    described in the Indenture.



 



    “Administrator” means U.S. Bank National
    Association, acting as custodian, collection agent, paying agent
    and administrator pursuant to an Administration Agreement by and
    among the GSEs, the U.S. Department of the Treasury and the
    Administrator and relating to the Bonds which are held as Bank
    Bonds, or such successor or replacement as specified in writing
    by the GSEs to the Trustee and Issuer.














 







    “Advance” shall have the meaning set forth in
    the Credit and Liquidity Facility.



 



    “Affiliate” means, with respect to a Person,
    any Person (whether for-profit or
    not-for-profit),
    which “controls,” or is “controlled” by, or
    is under common “control” with such Person. For
    purposes of this definition, a Person “controls”
    another Person when the first Person possesses or exercises
    directly, or indirectly through one or more other affiliates or
    related entities, the power to direct the management and
    policies of the other Person, whether through the ownership of
    voting rights, membership, the power to appoint members,
    trustees or directors, by contract, or otherwise.



 



    “Agreement” means this Reimbursement Agreement,
    as amended or supplemented.



 



    “Alternate Liquidity Facility” for a Series of
    Bonds means a liquidity facility, self liquidity or other
    liquidity arrangement being substituted for the Credit and
    Liquidity Facility with respect to that Series of Bonds and
    which meets the requirements for such a facility or arrangement
    as set forth in the Indenture.



 



    “Amount Available” shall have the meaning set
    forth in the Credit and Liquidity Facility.



 



    “Annual Filing” means the annual financial
    information required to be provided by the Issuer pursuant to a
    continuing disclosure undertaking of the Issuer pursuant to
    Rule 15c2-12,
    which information shall be provided to the GSEs pursuant to
    Section 7.3 hereof as and when required by
    Rule 15c2-12,
    whether or not
    Rule 15c2-12
    applies to the Bonds.



 



    “Bank Bondholder” means the Administrator and
    any other Person to whom the Administrator has sold or otherwise
    transferred Bank Bonds pursuant to Section 3.5(a) hereof.



 



    “Bank Bonds” means each Bond purchased with the
    proceeds of a Liquidity Advance or a Mandatory Tender Advance,
    until remarketed or deemed to be remarketed in accordance with
    Section 3.5(c) hereof.



 



    “Bank Rate” means, for each day of
    determination with respect to any Bank Bond, except as otherwise
    provided in Section 3.2(a) hereof, from and including the
    Purchase Date of such Bank Bond, the Base Rate; provided
    that from and after the occurrence of an Event of Default,
    the Bank Rate shall equal the Default Rate, provided further
    that at no time shall the interest on Bank Bonds or the
    Default Rate be less than the interest rate on the Bonds that
    are not Bank Bonds.



 



    “Base Rate” means, for any day, a fluctuating
    rate of interest per annum equal to the base or prime rate of
    JPMorgan Chase Bank, National Association, until such time as
    another “Money Center” bank is designated by the GSEs
    in their discretion by notice to the Issuer, plus 1.0%.



 



    “Bond Counsel” means nationally recognized bond
    counsel selected by the Issuer.



 



    “Bondholders” means the owners of the Bonds as
    further described in the Indenture.



 



    “Bond Register” means a register recording the
    ownership of the Bonds maintained by the Trustee in accordance
    with the Indenture.



 



    “Bonds” has the meaning set forth in the
    recitals hereof.



 



    “Book Entry Bonds” means the Bonds, so long as
    the book entry system with DTC and its participants is used for
    determining ownership of the Bonds.





    

    2








 







    “Business Day” has the meaning set forth in the
    Credit and Liquidity Facility.



 



    “CLF Effective Date for Series” shall mean with
    respect to a Series of Bonds, the date specified as such in
    Schedule 1.



 



    “Credit and Liquidity Facility” means the
    Standby Irrevocable Temporary Credit and Liquidity Facility
    dated as of [DATE] issued by the GSEs and providing liquidity
    and credit support with respect to the Bonds, as the same may be
    amended from time to time.



 



    “Credit Enhancement Advance” shall have the
    meaning set forth in the Credit and Liquidity Facility.



 



    “Code” means the Internal Revenue Code of 1986,
    as amended.



 



    “Commitment Period” means the period from the
    Effective Date hereof to and including the Termination Date.



 



    “Custodian” means the Administrator, or such
    successor or replacement custodian as specified in writing by
    the GSEs to the Trustee and Issuer.



 



    “Debt” of any Person means at any date, without
    duplication, (a) all obligations of such Person for
    borrowed money, (b) all obligations of such Person
    evidenced by bonds, debentures, notes or other similar
    instruments, (c) all obligations of such Person to pay the
    deferred purchase price of property or services, except trade
    accounts payable arising in the ordinary course of business,
    (d) all obligations of such Person as lessee under capital
    leases, (e) all Debt of others secured by a lien on any
    asset of such Person, whether or not such Debt is assumed by
    such Person, and (f) all Guarantees by such Person of Debt
    of other Persons.



 



    “Default” means any occurrence, circumstance or
    event, or any combination thereof, which, with the lapse of time
    and/or
    giving of notice, would constitute an Event of Default.



 



    “Default Rate” means the Base Rate from time to
    time in effect plus 2.0% per annum, commencing 14 days
    following the occurrence of an Event of Default, if not cured,
    provided that at no time shall the Default Rate be less than the
    interest rate on the Bonds that are not Bank Bonds.



 



    “Differential Interest Amount” means, with
    respect to any Bank Bond, the excess of (a) interest which
    has accrued and could actually be paid on such Bank Bonds at the
    Bank Rate, as determined in accordance with Sections 3.2(a)
    and 4.1 hereof, up to but excluding the Business Day on which
    such Bank Bonds are purchased from the Bank Bondholder pursuant
    to Section 3.5(c) hereof, over (b) the interest
    accrued on such Bonds received by the Bank Bondholder as part of
    the Sale Price or otherwise paid to the Bank Bondholders.



 



    “Dollars,” “US$,” and
    “U.S. Dollars” means the lawful currency
    of the United States of America.



 



    “Draw Request” means a demand for payment
    delivered by the Trustee to the GSEs under the Credit and
    Liquidity Facility.



 



    “DTC” means The Depository Trust Company,
    and its successors.



 



    “Effective Date” shall mean the date on which
    this Agreement is executed and delivered by the GSEs.





    

    3








 







    “Eligible Bonds” means Bonds that bear interest
    at the seven day variable rate interest rate mode provided in
    the Indenture and which are not Bank Bonds or Bonds owned by or
    held on behalf of, for the benefit of or for the account of the
    Issuer or any Affiliate of the Issuer.



 



    “Event of Default” has the meaning set forth in
    Article VIII hereof.



 



    “Excess Bank Bond Interest” has the meaning set
    forth in Section 3.2(a) hereof.



 



    “Expiration Date” shall have the meaning set
    forth in the Credit and Liquidity Facility.



 



    “Fannie Mae” has the meaning set forth in the
    introductory paragraph hereof.



 



    “Fitch” means Fitch Ratings, or any successor
    thereto.



 



    “Freddie Mac” has the meaning set forth in the
    introductory paragraph hereof.



 



    “Funds” and “Accounts” means
    all funds and accounts held by the Issuer
    and/or the
    Trustee under the Indenture as security for the Bonds.



 



    “Governmental Agency” means any national, state
    or local government (whether domestic or foreign), any political
    subdivision thereof or any other governmental,
    quasi-governmental, judicial, public or statutory
    instrumentality, authority, body, agency, bureau or entity
    (including any zoning authority, the Federal Deposit Insurance
    Corporation or the Federal Reserve Board, any central bank or
    any comparable authority), or any arbitrator with authority to
    bind a party at law.



 



    “Guarantee” by any Person means any obligation,
    contingent or otherwise, of such Person directly or indirectly
    guaranteeing any Debt or other obligation of any other Person
    and, without limiting the generality of the foregoing, any
    obligation, direct or indirect, contingent or otherwise, of such
    Person (a) to purchase or pay (or advance or supply funds
    for the purchase or payment of) such Debt or other obligation
    (whether arising by virtue of partnership arrangements, by
    agreement to keep-well, to purchase assets, goods, securities or
    services, to
    take-or-pay,
    or to maintain financial statement condition or otherwise) or
    (b) entered into for the purpose of assuring in any other
    manner the obligee of such Debt or other obligation of the
    payment thereof or to protect such obligee against loss in
    respect thereof (in whole or in part).



 



    “Hedge” means any interest rate swap, interest rate
    cap, interest rate collar or other arrangement, contractual or
    otherwise, which has the effect of an interest rate swap,
    interest rate collar or interest rate cap or which otherwise
    (directly or indirectly, derivatively or synthetically) hedges
    interest rate risk associated with being a debtor of variable
    rate debt, or any agreement or other arrangement to enter into
    any of the above on a future date or after the occurrence of one
    or more events in the future, including but not limited to those
    listed on Schedule 2 to this Agreement.



 



    “Indenture” has the meaning given such term in
    the recitals hereof.



 



    “Interest Component” has the meaning set forth
    in Section 3.1 hereof.



 



    “Interest Portion” shall have the meaning set
    forth in the Credit and Liquidity Facility.



 



    “Interest Payment Date” means, with respect to
    interest on each Series of Bonds, the dates set forth in
    Schedule 1 and with respect to interest payable on Bank
    Bonds, the first Business Day of each





    

    4








 







    calendar month and each other interest payment date described in
    Section 3.1 hereof, unless otherwise required by the
    Indenture and, also, each date set forth in the Indenture for
    the payment of interest.



 



    “Issuer” means the [HOUSING FINANCE AGENCY],
    and its successors.



 



    “Issuer Bond Rating” means the long-term rating
    (without regard for any bond insurance or any other form of
    credit enhancement other than GNMA, Freddie Mac and Fannie Mae
    Mortgage-Backed Securities) assigned to the Bonds or Parity Debt
    by each Rating Agency then providing a long-term rating with
    respect to the Issuer.



 



    “Lien” on any asset means any mortgage, deed of
    trust, lien, pledge, charge, security interest, hypothecation,
    assignment, deposit arrangement or encumbrance of any kind in
    respect of such asset, whether or not filed, recorded or
    otherwise perfected or effective under applicable law, as well
    as the interest of a vendor or lessor under any conditional sale
    agreement, capital or finance lease or other title retention
    agreement relating to such asset.



 



    “Liquidity Advance” shall have the meaning set
    forth in the Credit and Liquidity Facility.



 



    “Mandatory Tender” shall have the meaning set
    forth in the Credit and Liquidity Facility.



 



    “Mandatory Tender Advance” shall have the
    meaning set forth in the Credit and Liquidity Facility.



 



    “Material Event Notices” means material event
    notices required to be provided by the Issuer pursuant to a
    continuing disclosure undertaking of the Issuer pursuant to
    Rule 15c2-12,
    which material event notices shall be provided to the GSEs
    pursuant to Section 7.3 hereof as and when required by
    Rule 15c2-12,
    whether or not
    Rule 15c2-12
    applies to the Bonds.



 



    “Maximum Rate” means, with respect to Bank
    Bonds, the lesser of (i) 15.00% per annum; or (ii) the
    maximum lawful rate of interest permitted by applicable law or
    the Indenture.



 



    “Moody’s” means Moody’s Investors
    Service, Inc., or any successor thereto.



 



    “Official Statement” means the most recent
    Official Statement or Remarketing Statement of the Issuer
    pertaining to the Bonds as the same may be supplemented from
    time to time.



 



    “Optional Tender” shall have the meaning set
    forth in the Credit and Liquidity Facility.



 



    “Other Taxes” has the meaning set forth in
    Section 3.8(a) hereof.



 



    “Outstanding” means Bonds treated as then
    outstanding and unpaid for purposes of the Indenture.



 



    “Parity Debt” means other Debt, including bonds
    (excluding the Bonds), that is now or hereafter Outstanding
    under the terms of the Indenture; provided, that such
    Debt is secured on a parity with the Bonds pursuant to the
    Indenture.



 



    “Participant(s)” means any bank(s),
    governmental entities or other financial institutions that may
    purchase from a GSE a participation interest in this Agreement
    pursuant to a participation agreement between such GSE and the
    Participant(s), through purchase of an interest in a grantor
    trust or otherwise.



 



    “Payment Due Date” has the meaning set forth in
    Section 4.1(a) hereof.





    

    5








 







    “Person” means an individual, a corporation, a
    partnership, a limited liability company, an association, a
    trust or any other entity or organization, including a
    governmental or political subdivision or an agency or
    instrumentality thereof.



 



    “Principal Portion” shall have the meaning set
    forth in the Credit and Liquidity Facility.



 



    “Program Expenses” means costs and expenses of
    administering the Indenture and the security pledged thereunder
    and payable from Revenues at a priority which is senior to debt
    service on the Bonds.



 



    “Proposed Determination” means a determination
    by the IRS or successor Governmental Agency which triggers
    administrative appeals rights.



 



    “Purchase Date” means the date on which
    tendered Bonds are required to be purchased under the terms of
    the Indenture.



 



    “Purchase Notice” has the meaning set forth in
    Section 3.5(b) hereof.



 



    “Purchase Price” means, with respect to any
    Eligible Bond on any Purchase Date therefor, the unpaid
    principal amount thereof plus accrued interest thereon from and
    including the Interest Payment Date next preceding such Purchase
    Date to but excluding the Purchase Date thereof, in each case
    without premium; provided that accrued interest will not
    be included in the Purchase Price if the applicable Purchase
    Date is an Interest Payment Date; provided further the
    aggregate amount of Purchase Price constituting the Interest
    Component shall not exceed the Interest Portion specified in the
    Credit and Liquidity Facility.



 



    “Purchaser” has the meaning set forth in
    Section 3.5(b) hereof.



 



    “Rating Agencies” means S&P, Fitch and
    Moody’s.



 



    “Rating Agency” means S&P, Fitch or
    Moody’s.



 



    “Related Documents” means this Agreement, the
    Credit and Liquidity Facility, the Bonds, the Indenture, any
    investment agreement or repurchase agreement relating to
    security for the Bonds, any surety bond or other credit or
    liquidity support relative to the Bonds, any Hedge entered into
    with respect to the Bonds and payable on a parity therewith and
    the Remarketing Agreement, as the same may be amended or
    modified from time to time in accordance with their respective
    terms and the terms hereof.



 



    “Remarketing Agent” for a Series of Bonds shall
    be as specified in Schedule 1 attached hereto, together
    with its successors and assigns.



 



    “Remarketing Agreement” for a Series of Bonds
    means the remarketing agreement pursuant to which the
    Remarketing Agent is obligated to remarket such Series of Bonds,
    as such remarketing agreement is amended from time to time.



 



    “Revenue Fund” means the trust account or
    accounts held by the Trustee under the Indenture and into which
    Revenues are deposited.



 



    “Revenues” means all amounts received and
    receivable by the Trustee under the Indenture which amounts are
    pledged to payment of the Bonds.





    

    6








 







    “Rule 15c2-12”
    means
    Rule 15c2-12
    promulgated by the Securities and Exchange Commission pursuant
    to the Securities Exchange Act of 1934, as amended.



 



    “S&P” means Standard &
    Poor’s Rating Services, a division of The McGraw-Hill
    Companies, Inc., or any successor thereto.



 



    “Sale Date” has the meaning set forth in
    Section 3.5(b) hereof.



 



    “Sale Price” has the meaning set forth in
    Section 3.5(b) hereof.



 



    “Security” means, subject to the provisions of
    the Indenture, all of the Revenues with respect to the Bonds,
    all of the proceeds of the Bonds and any other amounts held in
    any Fund or Account established pursuant to the Indenture and
    all of the right, title and interest of the Issuer in each
    mortgage loan or mortgage-backed security (including all
    agreements entered into under each such agreement) relating to
    the Bonds. To the extent that there is any conflict between this
    definition of “Security” and the provisions of the
    Indenture, the provisions of the Indenture shall be deemed
    controlling.



 



    “State” means the State or Commonwealth of
    [STATE].



 



    “Taxes” has the meaning set forth in
    Section 3.8(a) hereof.



 



    “Tender Agent” means [TRUSTEE] in its capacity
    as Tender Agent under the Indenture and any successor tender
    agent appointed for the Bonds.



 



    “Termination Date” shall have the meaning set
    forth in the Credit and Liquidity Facility.



 



    “Term Out” means the mandatory repayment of a
    Bank Bond as described in Section 4.1 hereof.



 



    “Term Out Period” means the period commencing
    on the final day of the Commitment Period, and ending on the
    earlier of: (i) the tenth (10th) anniversary of the date on
    which the related Bank Bond becomes subject to a Term Out Period
    and (ii) the maturity date of such Bank Bond.



 



    “Term Out Rate” means the Base Rate.



 



    “Treasury” means the United States Department
    of the Treasury.



 



    “Treasury’s Agent” means the agent
    designated by the Treasury to act on its behalf relative to this
    Agreement, initially, JPMorgan Chase Bank, National Association.



 



    “Trustee” means [TRUSTEE], acting hereunder not
    in its individual capacity but solely as Trustee under the
    Indenture and any successor trustee appointed for the Bonds.



 



    “Written” or “in writing”
    means any form of written communication or a communication by
    means of telex, telecopier device or telegraph.



 



    Section 1.2. Incorporation of Certain Definitions by
    Reference.  Each capitalized term used herein and
    not defined herein shall have the meaning provided therefor in
    the Indenture, unless the context otherwise requires.



 



    Section 1.3. Accounting Matters.  All
    accounting terms used herein without definition shall be
    interpreted in accordance with generally accepted accounting
    principles, and except as otherwise





    

    7








 







    expressly provided herein all accounting determinations required
    to be made pursuant to this Agreement shall be made in
    accordance with generally accepted accounting principles.



 



    Section 1.4. Interpretation.  All words
    used herein shall be construed to be of such gender or number as
    the circumstances require. Reference to any document means such
    document as amended or supplemented from time to time as
    permitted pursuant to its terms and the terms hereof. Reference
    herein to any Article or Section shall be deemed to be a
    reference to the corresponding Article or Section of this
    Agreement unless otherwise specified.



 




    ARTICLE II



 




    AGREEMENT
    TO DELIVER CREDIT AND LIQUIDITY FACILITY;
    REIMBURSEMENT



 



    Section 2.1. Agreement to Execute and Deliver Credit and
    Liquidity Facility. Subject to the terms and conditions of
    this Agreement, the GSEs agree to issue and deliver the Credit
    and Liquidity Facility for the account of the Issuer in favor of
    the Trustee in the Amount Available. The Credit and Liquidity
    Facility will provide credit support and liquidity support for
    each Series of Bonds, as follows:



 



    (a) Credit Support. The Credit and Liquidity
    Facility will provide standby credit enhancement for the Bonds
    in the form of Credit Enhancement Advances.



 



    (b) Liquidity Support. The Credit and
    Liquidity Facility will provide standby liquidity for the Bonds
    in the form of Liquidity Advances and Mandatory Tender Advances.



 



    (c) Expiration Date; Termination Date. The
    Credit and Liquidity Facility shall expire or terminate, with
    respect to a Series of Bonds, in accordance with its terms.



 



    Section 2.2. Reimbursement Obligations: Credit
    Enhancement Advances.  The Issuer unconditionally
    agrees, without notice or demand, to pay to each GSE by no later
    than 2:00 p.m. Eastern time the amount of each Credit
    Enhancement Advance made by such GSE on the date of such Credit
    Enhancement Advance.



 



    Section 2.3. Repayment of Liquidity Advances and
    Mandatory Tender Advances. Proceeds of Liquidity Advances
    and Mandatory Tender Advances shall be applied to the purchase
    of Bank Bonds as set forth below. The Issuer unconditionally
    agrees, without notice or demand, to make all payments with
    respect to the Bank Bonds as set forth in this Agreement.



 



    Section 2.4. Payment Notices to GSEs.  For
    each payment with respect to an Advance, the Issuer shall
    provide or cause to be provided a Certificate for Issuer
    Reimbursement, appropriately completed and to the addressees
    listed thereon in the form of Exhibit A. For each payment
    required by this Agreement, other than with respect to Advances,
    the Issuer shall provide or cause to be provided, a Certificate
    of Issuer Payment, appropriately completed and to the addressees
    listed thereon, in the form of Exhibit B.



 



    Section 2.5. Repayment of Excess
    Advances.  All proceeds of Advances which are not
    applied by the Trustee as required by this Agreement and the
    Credit and Liquidity Facility shall be immediately repaid to the
    GSEs, with, if repaid on a Business Day after the day the
    related Advance was made, interest at the federal funds rate
    announced by the Federal Reserve Bank of New York for the
    applicable day.





    

    8








 








    ARTICLE III



 




    PURCHASE
    OF BONDS; FEES



 



    Section 3.1. Purchase of Bonds.  Subject
    to the terms and conditions of the Credit and Liquidity Facility
    and this Agreement, the GSEs hereby agree from time to time to
    make Liquidity Advances and Mandatory Tender Advances in
    accordance with the Credit and Liquidity Facility up to the
    amount of the Amount Available and apply the same to the
    purchase, at the Purchase Price, of Eligible Bonds which are
    tendered pursuant to Optional Tenders or Mandatory Tenders and
    which, in either case, the Remarketing Agent has been unable to
    remarket or for which remarketing proceeds have not been
    received by the Remarketing Agent or the Tender Agent by the
    specified time set forth in the Indenture. Each GSE will pay
    said Purchase Price with its own funds and not with funds of the
    Issuer. The aggregate principal amount of all Bonds purchased on
    any Purchase Date shall not exceed either (x) the Principal
    Portion or (y) the principal amount of Bonds so tendered
    (in either case calculated without giving effect to any purchase
    of Bonds by the GSEs on such date) on such date. The aggregate
    amount of the Purchase Price comprising interest on Bonds (the
    “Interest Component”) purchased on any Purchase Date
    shall not exceed the lesser of (i) the Interest Portion on
    such date and (ii) the actual aggregate amount of interest
    accrued on each such Bond to such Purchase Date; provided
    that if the applicable Purchase Date is an Interest Payment
    Date, the amount described in this clause (ii) shall be
    reduced by the amount of interest payable on each such Eligible
    Bond on such Interest Payment Date. The GSEs shall promptly
    purchase any Bonds held by the prior liquidity provider at the
    close of business on the Effective Date (as defined in the
    Credit and Liquidity Facility) for the related Series of Bonds.



 



    Section 3.2. Bank Bonds.  Any Bonds
    purchased by the GSEs pursuant to Section 3.1 hereof shall
    thereupon constitute Bank Bonds and have all of the
    characteristics of Bank Bonds as set forth herein and in the
    Indenture. All Bank Bonds shall bear interest at the Bank Rate
    as described below:



 



    (a) Subject to the provisions of Section 3.2(c)
    hereof, all Bank Bonds shall bear interest at the Bank Rate;
    provided, however, at no time shall Bank Bonds bear
    interest in excess of the Maximum Rate. In the event that Bank
    Bonds would bear interest at a rate in excess of the Maximum
    Rate for any period, the GSEs shall receive interest on account
    of such Bank Bonds only at the Maximum Rate for such period (the
    difference between the interest payable to the GSEs if such Bank
    Bonds had continuously borne interest at the Bank Rate, and the
    interest actually paid to the GSEs at the Maximum Rate is
    hereinafter referred to as the “Excess Bank Bond
    Interest”). Notwithstanding any subsequent reduction in the
    Bank Rate, such Bank Bonds shall bear interest, from and after
    the date on which any Excess Bank Bond Interest is accrued, at
    the Maximum Rate until the earlier of (i) the date on which
    the interest paid to the GSEs on such Bank Bonds in excess of
    the Bank Rate, equals such Excess Bank Bond Interest and
    (ii) the date such Bank Bonds are redeemed or remarketed
    pursuant to the Indenture. The Issuer shall pay to the GSEs or
    the Bank Bondholder, as applicable, accrued interest, including
    any accrued but unpaid Excess Bank Bond Interest, on such Bank
    Bonds on each Interest Payment Date. On the first Business Day
    of each week, and otherwise upon the request of the Issuer,
    while any Excess Bank Bond Interest is outstanding the GSEs
    shall notify the Issuer of the amount of such accrued but unpaid
    Excess Bank Bond Interest; provided, however, the failure
    to so notify the Issuer shall not effect the accrual of or the
    obligation of the Issuer to pay the Excess Bank Bond Interest.



 



    (b) Notwithstanding anything herein or in the Indenture to
    the contrary, all amounts owed to the GSEs with respect to Bank
    Bonds shall become immediately due and payable on the Payment
    Due Date if not repaid or otherwise declared due and payable
    prior to such date in accordance with the terms of the Indenture
    or of this Agreement.





    

    9








 







    (c) The Issuer agrees to pay to the GSEs, on demand,
    interest at the Default Rate on any and all amounts owed by the
    Issuer under this Agreement or under the Bank Bonds from and
    after the occurrence of an Event of Default.



 



    (d) Interest on Bank Bonds shall be calculated on the basis
    of the actual number of days elapsed and a 365- or
    366-day
    year, as the case may be.



 



    Section 3.3. Method of Purchasing.



 



    (a) The GSEs shall not have any responsibility for, or
    incur any liability in respect of, any act, or any failure to
    act, by the Trustee which results in the failure of the Trustee
    to effect the purchase of Bonds for the account of the GSEs with
    such funds provided pursuant to the Credit and Liquidity
    Facility. Unless the Bonds are Book Entry Bonds, Bonds purchased
    pursuant to this Section 3.3(a) shall be registered in the
    name of the Custodian or, if directed in writing by GSEs, a
    nominee or designee on the Bond Register and shall be promptly
    delivered by the Tender Agent to the Custodian to be held as
    Bank Bonds or as the GSEs may otherwise direct in writing and,
    prior to such delivery, shall be held by the Tender Agent as
    agent on behalf of the GSEs. If the Bonds purchased pursuant to
    this Section 3.3(a) are Book Entry Bonds, the beneficial
    ownership of such Bonds shall be credited to the account of the
    Custodian or, if directed in writing by the GSEs, another
    nominee or designee of the GSEs, maintained at DTC, and prior to
    the sale of any Bank Bond as provided in Section 3.5(a)
    hereof. The Interest Component of the Purchase Price paid for
    such Bonds shall accrue interest at the Bank Rate and shall be
    paid to the GSEs (or the applicable Bank Bondholder) on the next
    Interest Payment Date.



 



    (b) In the event that any funds paid by the GSEs to the
    Trustee pursuant to the Credit and Liquidity Facility for the
    purposes set forth in Section 3.3(a) hereof shall not be
    required to be applied to the purchase of Bonds as provided
    herein, such funds shall be held and be returned to the GSEs as
    soon as practicable by the Trustee and until so returned shall
    be held in trust by the Trustee for the account of the GSEs. In
    the event that such funds are not returned to the GSEs in
    immediately available funds as provided in Section 3.10(a)
    hereof by 4:30 p.m. (Washington, D.C. time) on the
    same day on which such funds were advanced, the Issuer shall pay
    or cause to be paid to the GSEs interest on such funds, payable
    on demand and in any event on the date on which such funds are
    returned, at the rate specified in Section 2.5.



 



    Section 3.4. Reduction, Reinstatement or Termination of
    Amount Available.  The Amount Available shall be
    reduced and reinstated and shall automatically terminate in
    accordance with the provisions of the Credit and Liquidity
    Facility.



 



    Section 3.5. Sale of Bank Bonds Limited.



 



    (a) Right to Sell Bank Bonds. The GSEs shall
    have no right to sell any Bank Bonds, except (i) directly
    or indirectly to the United States Department of the Treasury or
    (ii) pursuant to a remarketing of Bank Bonds in accordance
    with Section 3.5(c) hereof.



 



    (b) Purchase Notices. Prior to 12:00 noon
    (Washington, D.C. time) on any Business Day on which a Bank
    Bondholder holds Bank Bonds, unless the Termination Date has
    occurred, the Remarketing Agent may deliver a notice (a
    “Purchase Notice”) to a Bank Bondholder as registered
    on the Bond Register and to the GSEs, the Trustee, the Tender
    Agent and the Issuer, stating that it has located a purchaser
    (the “Purchaser”) for some or all of the Bank Bonds
    and that such Purchaser desires to purchase on the Business Day
    following the Business Day on which a Bank Bondholder receives,
    prior to 12:00 noon (Washington, D.C. time), a Purchase
    Notice (a





    

    10








 







    “Sale Date”) an authorized denomination of such Bonds
    at a price equal to the principal amount thereof, plus any
    interest thereon that has accrued to the Sale Date at a rate or
    rates of interest applicable to Bonds that are not Bank Bonds
    (the “Sale Price”). The Issuer shall pay to the Bank
    Bondholder any Differential Interest Amount that has accrued
    with respect to the sale of any Bank Bonds as provided in
    Section 4.1 hereof. After the termination of the Credit and
    Liquidity Facility with respect to any Bank Bond, such Bank Bond
    may no longer be remarketed by the Issuer or the Remarketing
    Agent and shall remain a Bank Bond until paid in full or
    purchased from the Bank Bondholder.



 



    (c) Sale by Remarketing of Bank Bonds. Upon
    receipt of a Purchase Notice prior to the Termination Date the
    Bank Bondholder shall deliver the Bank Bonds specified in the
    Purchase Notice to the Tender Agent (or, in the case of Bank
    Bonds which are Book Entry Bonds, shall cause the beneficial
    ownership thereof to be credited to the account of the
    Remarketing Agent at DTC) by 10:00 a.m.
    (Washington, D.C. time) on the Sale Date against receipt of
    the Sale Price therefor in immediately available funds or at the
    Bank Bondholder’s address listed in the Bond Register, and
    such Bonds shall thereupon no longer be considered Bank Bonds. A
    Bank Bondholder delivering Bank Bonds pursuant to the preceding
    sentence shall use commercially reasonable efforts to expedite
    the delivery of such Bank Bonds to the Tender Agent or
    Remarketing Agent, as applicable. When Bank Bonds are purchased
    in accordance with this Section 3.5(c), the Tender Agent
    shall, upon receipt of such Bank Bonds and upon receipt by the
    Bank Bondholder of the Sale Price, notify the Issuer that such
    Bonds are no longer Bank Bonds. On the Sale Date, the
    Differential Interest Amount of such Bonds shall be paid to the
    Bank Bondholder as provided in Section 4.1 hereof. Any sale
    of a Bank Bond pursuant to this Section 3.5 shall be
    without recourse to the seller and without representation or
    warranty of any kind.



 



    Section 3.6. Rights of Bank
    Bondholders.  Upon purchasing Bank Bonds, Bank
    Bondholders shall be entitled to and, where necessary, shall be
    deemed assigned all rights and privileges accorded Bondholders,
    and any additional rights and privileges as to payment of
    interest and redemption that are provided by this Agreement with
    respect to Bank Bonds. Upon purchasing Bank Bonds, Bank
    Bondholders shall be recognized by the Issuer and the Tender
    Agent as the true and lawful owners (or, in the case of Book
    Entry Bonds, beneficial owners) of such Bank Bonds, free from
    any claims, liens, security interests, equitable interests and
    other interests of the Issuer, except as such interests might
    exist under the terms of the Bank Bonds with respect to all
    owners (or, in the case of Book Entry Bonds, beneficial owners)
    of the Bonds.



 



    Section 3.7. Facility Fee and Other Fees.



 



    (a) The Issuer hereby agrees to pay to the order of each
    GSE a nonrefundable commitment fee (the “Facility
    Fee”) with respect to the Amount Available obligated to be
    paid by such GSE from time to time at the rate per annum set
    forth in Schedule 1 hereto (the “Facility Fee
    Rate”) for the duration of the Commitment Period on the
    average daily amount of the Amount Available during each period
    in respect of which payment is made. The Facility Fee, once
    established, shall not change as a consequence of subsequent
    rating changes on the Bonds. Such Facility Fee shall be payable
    in immediately available funds in arrears on the dates set forth
    on Schedule 1 hereto (each such payment to be computed on
    the basis of actual days elapsed and a [360] 365/366 day
    year, as applicable, [Note-Facility Fee must be on same basis as
    Bond Interest calculation] including date of issuance and
    expiration) in respect of the Amount Available from time to time
    in effect, payable during the Commitment Period and on the last
    day of the Commitment Period. If the Amount Available is
    terminated in its entirety, all accrued Facility Fees shall be
    payable on the effective date of such termination.





    

    11








 







    (b) The Issuer also hereby agrees to pay to each GSE, on or
    prior to the Effective Date, all legal fees and disbursements
    incurred or made by the GSE in connection with the completion of
    this Agreement and any other Related Documents.



 



    (c) In connection with the written request by the Issuer or
    the Tender Agent of (i) any amendment, supplement, waiver,
    consent or other modification of this Agreement, the Indenture,
    the Credit and Liquidity Facility or any other Related Document
    requiring any action on the part of the GSEs, or (ii) any
    transfer of the rights and obligations under this Agreement or
    the Credit and Liquidity Facility by the Issuer or the Tender
    Agent, the Issuer shall pay or cause to be paid to each of the
    GSEs $2,500 plus, in each case, the reasonable fees and expenses
    of counsel to the GSEs.



 



    (d) All amounts payable pursuant to this Section 3.7
    shall be non-refundable.



 



    Section 3.8. Net of Taxes, Etc.



 



    (a) Taxes. Any and all payments to each GSE
    by the Issuer hereunder shall be made free and clear of and
    without deduction for any and all taxes, levies, imposts,
    deductions, charges, withholdings or liabilities imposed
    thereon, excluding, however, taxes imposed on or measured by the
    net income or capital of each GSE by any jurisdiction or any
    political subdivision or taxing authority thereof or therein
    solely as a result of a connection between the GSE and such
    jurisdiction or political subdivision (all such non-excluded
    taxes, levies, imposts, deductions, charges, withholdings and
    liabilities being hereinafter referred to as “Taxes”).
    If the Issuer shall be required by law to withhold or deduct any
    Taxes imposed by the United States or any political subdivision
    thereof from or in respect of any sum payable hereunder to a
    GSE, (i) the sum payable shall be increased as may be
    necessary so that after making all required deductions
    (including deductions applicable to additional sums payable
    under this Section 3.8), each of the GSEs receive an amount
    equal to the sum it would have received had no such deductions
    been made, (ii) the Issuer shall make such deductions and
    (iii) the Issuer shall pay the full amount deducted to the
    relevant taxation authority or other authority in accordance
    with applicable law. If the Issuer shall make any payment under
    this Section 3.8 to or for the benefit of a GSE with
    respect to Taxes and if either of the GSEs shall claim any
    credit or deduction for such Taxes against any other taxes
    payable by that GSE to any taxing jurisdiction in the United
    States then that GSE shall pay to the Issuer an amount equal to
    the amount by which such other taxes are actually reduced;
    provided that the aggregate amount payable by a GSE
    pursuant to this sentence shall not exceed the aggregate amount
    previously paid by the Issuer with respect to such Taxes. In
    addition, the Issuer agrees to pay any present or future stamp,
    recording or documentary taxes and any other excise or property
    taxes, charges or similar levies that arise under the laws of
    the United States of America or the State of [STATE], the
    District of Columbia and Commonwealth of Virginia from any
    payment made hereunder or from the execution or delivery or
    otherwise with respect to this Agreement (hereinafter referred
    to as “Other Taxes”). Each GSE shall provide to the
    Issuer within a reasonable time a copy of any written
    notification it receives with respect to Other Taxes owing by
    the Issuer to such GSE hereunder provided that a GSE’s
    failure to send such notice shall not relieve the Issuer of its
    obligation to pay such amounts hereunder.



 



    (b) Indemnity. The Issuer shall, to the
    fullest extent permitted by law, indemnify each GSE for the full
    amount of Taxes and Other Taxes including any Taxes or Other
    Taxes imposed by any jurisdiction on amounts payable under this
    Section 3.8 paid by such GSE or any liability (including
    penalties, interest and expenses) arising therefrom or with
    respect thereto, whether or not such Taxes or Other Taxes were
    correctly or legally asserted. Each GSE agrees to give notice to
    the Issuer of the assertion of any claim against such GSE
    relating to such Taxes or





    

    12








 







    Other Taxes as promptly as is practicable after being notified
    of such assertion; provided that the GSE’s failure
    to notify the Issuer promptly of such assertion shall not
    relieve the Issuer of its obligation under this
    Section 3.8. Payments by the Issuer pursuant to this
    indemnification shall be made within thirty (30) days from
    the date a GSE makes written demand therefor, which demand shall
    be accompanied by a certificate describing in reasonable detail
    the basis thereof. Each GSE agrees to repay to the Issuer any
    refund (including that portion of any interest that was included
    as part of such refund) with respect to Taxes or Other Taxes
    paid by the Issuer pursuant to this Section 3.8 received by
    such GSE for Taxes or Other Taxes that were paid by the Issuer
    pursuant to this Section 3.8 and to contest, with the
    cooperation and at the expense of the Issuer, any such Taxes or
    Other Taxes which the GSEs or the Issuer reasonably believes not
    to have been properly assessed.



 



    (c) Notice. Within thirty (30) days
    after the date of any payment of Taxes by the Issuer, the Issuer
    shall furnish to both GSEs or the applicable GSE, the original
    or a certified copy of a receipt evidencing payment thereof. To
    the extent permitted by law, the Issuer shall compensate each
    GSE for all reasonable losses and expenses sustained by a GSE as
    a result of any failure by the Issuer to so furnish such copy of
    such receipt.



 



    Section 3.9. Increased Costs.



 



    (a) If a GSE shall have determined that the adoption or
    implementation of, or any change in, any law, rule, treaty or
    regulation, or any policy, guideline or directive of, or any
    change in the interpretation or administration thereof by any
    court, central bank or other Governmental Agency (in each case,
    whether or not having the force of law), or compliance by such
    GSE with any request or directive of any such court, central
    bank or other Governmental Agency (whether or not having the
    force of law), shall (A) change the basis of taxation of
    payments to such GSE of any amounts payable hereunder (except
    for taxes on the overall net income or capital of such GSE),
    (B) impose, modify or deem applicable any reserve, special
    deposit or similar requirement against making or maintaining its
    obligations under this Agreement or assets held by, or deposit
    with or for the account of, such GSE or (C) impose on such
    GSE any other condition regarding this Agreement, and the result
    of any event referred to in clause (A), (B) or
    (C) above shall be to increase the cost to such GSE of
    making or maintaining its obligations hereunder, or to reduce
    the amount of any sum received or receivable by such GSE
    hereunder, then, upon request in writing by a GSE, the Issuer
    shall pay to such GSE, at such time and in such amount as is set
    forth in paragraph (c) of this Section 3.9, such
    additional amount or amounts as will compensate such GSE for
    such increased costs or reductions in amount.



 



    (b) If a GSE shall have determined that the adoption or
    implementation of, or any change in, any law, rule or
    regulation, or any policy, guideline or directive of, or any
    change in the interpretation or administration thereof by, any
    court, central bank or other Governmental Agency, or compliance
    by such GSE with any directive of or guidance from any central
    bank or other authority (in each case, whether or not having the
    force of law), shall impose, modify or deem applicable any
    capital adequacy or similar requirement (including, without
    limitation, a request or requirement that affects the manner in
    which such GSE allocates capital resources to its commitments,
    including its obligations under lines of credit) that either
    (A) affects or would affect the amount of capital to be
    maintained by such GSE or (B) reduces or would reduce the
    rate of return on the capital of such GSE to a level below that
    which that such GSE could have achieved but for such
    circumstances (taking into consideration such GSE’s
    policies with respect to capital adequacy) then, upon request in
    writing by such GSE, the Issuer shall pay to such GSE, at such
    time and in such amount as is set forth in paragraph (c) of
    this Section, such additional





    

    13








 







    amount or amounts as will compensate such GSE for such cost of
    maintaining such increased capital or such reduction the rate of
    return on such GSE’s capital.



 



    (c) All payments of amounts referred to in paragraphs
    (a) and (b) of this Section shall be due thirty
    (30) days following the Issuer’s receipt of notice
    thereof in writing from a GSE and shall be payable, in full, on
    the next succeeding monthly payment date that the Facility Fee
    described in
    Section 3.7(a)
    hereof is due and payable. Interest on the sums due as described
    in paragraphs (a) and (b) of this Section, and in the
    preceding sentence, shall begin to accrue from the date when the
    payments were first due and shall otherwise be payable on the
    next Interest Payment Date; provided, that from and after
    the required date of payment, interest shall begin to accrue on
    such obligations at a rate per annum equal to the Default Rate
    until such delinquent payments have been paid in full. A
    certificate as to such increased cost, increased capital or
    reduction in return incurred by a GSE as a result of any event
    mentioned in paragraphs (a) or (b) of this Section
    setting forth, in reasonable detail, the basis for calculation
    and the amount of such calculation shall be submitted by the GSE
    to the Issuer and shall be conclusive (absent manifest error) as
    to the amount thereof. In making the determinations contemplated
    by the above referenced certificate, a GSE may make such
    reasonable estimates, assumptions, allocations and the like that
    the GSEs in good faith determine to be appropriate.



 



    Section 3.10. Computations: Payments.



 



    (a) Fees, interest and other amounts payable to or to the
    order of a GSE hereunder (other than the Facility Fee) shall be
    computed on the basis of a year of 365 or 366 days, as
    applicable, for actual days elapsed, and interest on Bonds and
    Bank Bonds shall be computed on the same basis. Any payments
    received by, or as directed by, a GSE later than 2:00 p.m.
    (Washington, D.C. time) on any day shall be deemed to have
    been paid on the next succeeding Business Day and interest shall
    accrue thereon until such next Business Day at the rate
    applicable thereto. All payments to a GSE hereunder shall be
    made in Dollars and in immediately available funds. Unless a GSE
    shall otherwise direct, all such payments shall be made by means
    of wire transfer of funds through the Federal Reserve Wire
    System to the Custodian or such other account as either Freddie
    Mac or Fannie Mae may specify in writing from time to time.



 



    (b) The Issuer agrees to pay to each GSE on each Purchase
    Date or Sale Date, as applicable, an amount equal to any charge
    imposed on such GSE pursuant to the Indenture in connection with
    the transfer or exchange of Bonds. The Issuer agrees to cause
    the Bond Registrar to give each GSE timely notice of each such
    charge, including the amount thereof.



 



    (c) Payments made to a GSE under this Agreement shall first
    be applied to any fees, costs, charges or expenses payable to
    such GSE hereunder, next to the interest component of any Credit
    Enhancement Advance, next to the principal component of any
    Credit Enhancement Advance, next to any past due interest, next
    to any current interest due, and then to outstanding principal
    of Bank Bonds.



 



    (d) Any amounts due and payable and remaining unpaid under
    this Agreement shall accrue interest at the Default Rate until
    paid, anything to the contrary herein notwithstanding.



 



    Section 3.11. Voluntary Termination.  Upon
    (a) providing the GSEs (with a copy to the Trustee) with at
    least thirty (30) days’ prior written notice (except
    that no prior notice shall be required in connection with a
    termination following the default by either of the GSEs in
    honoring its payment obligations hereunder), and (b) paying
    to the GSEs all amounts then owed to the GSEs hereunder,
    including all principal and accrued interest owing on any Bank
    Bonds (but not any termination fee or





    

    14








 







    penalty) and payment of the GSEs’ attorneys fees and
    expenses, the Issuer may with notice to the Trustee terminate
    the Credit and Liquidity Facility and this Agreement.



 



    Section 3.12. Nature of Obligations.



 



    Pursuant to the Indenture, the Issuer has granted to the
    Bondholders of the Bonds, including any Bank Bonds, a first
    priority security interest, on a parity with the security
    interest granted to the other Bondholders of all Parity Debt
    pursuant to the Indenture, in the Security.



 



    To the extent permitted under the Indenture, the Issuer hereby
    agrees that fees and other amounts payable to each GSE (other
    than principal and interest on Bank Bonds) shall either
    (a) constitute Program Expenses pursuant to, and as defined
    in, the Indenture and, pursuant to the Indenture, will be paid
    from the Revenue Fund when due or (b) will be payable on
    the same priority as debt service on the Bonds, whichever is the
    more senior priority. The Issuer further agrees that to the
    extent sufficient funds are not available in the Revenue Fund to
    pay such fees and other amounts when due for any reason, the
    Issuer will immediately pay or cause to be paid such fees and
    other amounts from available funds of the Issuer.



 



    Section 3.13. Tax Ownership.  Nothing in
    this Agreement requires, and nothing in this Agreement is
    intended by the parties to require, that either GSE be or be
    deemed the owner of any of the Bank Bonds for federal income tax
    purposes.



 




    ARTICLE IV



 




    BANK
    BONDS



 



    Section 4.1. Maturity; Interest.



 



    (a) The interest on the unpaid amount of each Bank Bond
    from and including the applicable Purchase Date shall be
    computed at a rate per annum equal to the Bank Rate. Interest on
    Bank Bonds shall be paid on each Interest Payment Date. The
    outstanding principal amount of each Bank Bond, and the interest
    accrued thereon, shall be repaid by or on behalf of the Issuer
    not later than the earliest to occur of (i) the date on
    which any Bank Bonds are redeemed, defeased, accelerated or
    otherwise paid in accordance with their terms, (ii) the
    date of the remarketing of the Bank Bonds, (iii) the date
    on which any Bank Bonds mature in accordance with their terms,
    (iv) the effective date of an Alternate Liquidity Facility,
    (v) the date on which the Issuer elects to convert or
    change the interest rate on all or a portion of the Bonds to an
    interest rate other than the mode effective on the effective
    date of the Facility and (vi) the end of the Term Out
    Period, if applicable (any one of the foregoing constituting a
    “Payment Due Date”). In addition to repayment of the
    interest due on each Bank Bond on each Interest Payment Date and
    each Payment Due Date as set forth in the immediately preceding
    sentence, any amount representing Differential Interest Amount
    unpaid by the Issuer on a Sale Date may be paid on each Payment
    Due Date set forth in clauses
    (i)-(v)
    above, inclusive, and, in any event, shall be paid no later than
    the final day of the Term Out Period, and such Differential
    Interest Amount shall, subject to State laws relevant thereto,
    bear interest at the Bank Rate, payable on each Payment Due Date
    set forth in clauses
    (i)-(v)
    above, inclusive, and, in any event, shall be paid no later than
    the final day of the Term Out Period.



 



    (b) Subject to the payment of any Bank Bond as provided in
    Section 4.1(a) hereof, each Bank Bond will automatically
    become subject to a Term Out beginning the last day of the
    Commitment Period; provided, that on the commencement
    date for such Term Out, (i) the representations and
    warranties contained in Article V of this Agreement, the
    Resolution and in





    

    15








 







    each other Related Document and certificate or other writing
    delivered to the GSEs pursuant hereto in connection with the
    transactions contemplated by this Agreement shall be true and
    correct as though made on and as of such date, except to the
    extent a representation or warranty relates specifically to an
    earlier date (in which case such representation and warranty
    shall be true and correct as of such date); and (ii) no
    Event of Default shall have occurred and be continuing. On the
    commencement date of each Term Out Period, the Issuer shall be
    deemed to have represented and warranted to the GSEs that the
    conditions set forth in (i) and (ii) of the
    immediately preceding sentence have been satisfied. If either
    (i) or (ii) cannot be satisfied as of such date, the
    Bank Bonds shall be immediately due and payable. The principal
    and interest on each Bank Bond subject to a Term Out Period
    shall be paid by or on behalf of the Issuer (i) in
    accordance with the amortization required under the Indenture
    for each particular Series of Bonds (as if there were no Bank
    Bonds of such Series of Bonds) and (ii) upon the occurrence
    of any of the events set forth in Section 4.1(a)(i) through
    and including Section 4.1(a)(v) above and shall, in
    addition thereto but subject to the sources set forth in the
    Indenture, be repaid by or on behalf of the Issuer no later than
    the final day of the Term Out Period.



 



    (c) Any Bank Bond may be prepaid by the Issuer, without
    premium or penalty, upon one (1) Business Day’s prior
    written or electronic notice to the GSEs (with written or
    electronic copies to Treasury’s Agent and the Custodian)
    and, if other than GSEs, any Bank Bondholder (which notice, if
    electronic or telephonic, shall be promptly confirmed in
    writing), in whole or in part but, if in part, in a minimum
    aggregate principal amount of $500,000 and integral multiples of
    $100,000 in excess thereof (or, in any event, in whole). Any
    prepayment of principal by the Issuer of a Bank Bond (including
    any prepayment pursuant to the sinking fund requirements
    associated with the related Bank Bond) shall be credited against
    the next succeeding payment due on the Bank Bond. Any such
    redemption or payment shall be applied equally to Bank Bonds
    purchased hereunder by each of the GSEs.



 




    ARTICLE V



 




    CONDITIONS
    PRECEDENT TO EFFECTIVENESS



 



    This Agreement shall become effective as of the Effective Date;
    provided that each of the following conditions have been
    fulfilled to the satisfaction of the GSEs. The execution and
    delivery of this Agreement and the Credit and Liquidity Facility
    by the GSEs shall constitute the GSEs’ acknowledgment that
    such conditions have been satisfied or waived.



 



    Section 5.1. Conditions.  On the Effective
    Date (and after giving effect to the terms hereof),
    (a) there shall exist no Event of Default or Default,
    (b) all representations and warranties made by the Issuer
    herein or in any of the Related Documents to which it is a party
    shall be true and correct with the same effect as though such
    representations and warranties had been made at and as of such
    time, (c) except as described in the Official Statement or
    any other documents provided by the Issuer to the GSEs and
    approved by the GSEs prior to the Effective Date, no material
    adverse change shall have occurred in the condition (financial
    or otherwise) or operations of the Issuer between the date of
    the Issuer’s most recent audited financial statements and
    the Effective Date, and no transactions or obligations having a
    material adverse effect on the condition (financial or
    otherwise) or operations of the Issuer, whether or not arising
    from transactions in the ordinary course of the Issuer’s
    business, shall have been entered into by the Issuer subsequent
    to the date of the Issuer’s most recent audited financial
    statements, (d) and such Official Statement (including any
    amendments or supplements prepared subsequent to its date) shall
    have been furnished to the GSEs prior to the distribution
    thereof which does not contain any untrue statement of a
    material fact or omit to state a material fact necessary to make
    the statements therein, in light of the circumstances under
    which made, not misleading, (e) except as described in the
    Official Statement no





    

    16








 







    transaction or event shall have occurred and no change shall
    have occurred in the condition (financial or otherwise) or
    operations of the Issuer between the date of the Issuer’s
    most recent audited financial statements and the Effective Date
    which materially adversely affects the issuance of any of the
    Bonds, the security for any of the Bonds, or the Issuer’s
    ability to repay when due its obligations under this Agreement,
    any of the Bonds and the Related Documents, and (f) except
    as otherwise expressly agreed by the GSEs, evidence reasonably
    satisfactory to the GSEs that all existing liquidity and credit
    facilities relating to the Bonds have been (or will be, on the
    applicable CLF Effective Date for Series) terminated.



 



    Section 5.2. Other Documents.



 



    (a) On the Effective Date, the GSEs shall have received
    executed originals or certified copies of each of the following
    documents, which documents shall be in full force and effect on
    the Effective Date and in form and substance reasonably
    satisfactory to each GSE and its counsel:



 



    (i) a certified copy of the Indenture or Resolution (with
    amendments);



 



    (ii) the Official Statement, as amended or supplemented;



 



    (iii) a certified copy of the Remarketing Agreement (with
    amendments);



 



    (iv) this Agreement;



 



    (v) the resolutions of the Issuer authorizing the Related
    Documents (which certification shall state that such resolutions
    are in full force and effect as of the Effective Date);



 



    (vi) Issuer’s Closing and Incumbency Certificate
    (authorizing resolution attached);



 



    (vii) Trustee’s Certificate (as trustee and tender
    agent) regarding the enforceability of this Agreement and the
    Related Documents against the Trustee;



 



    (viii) Issuer’s Liquidity Facility Substitution Notice
    to Notice Parties;



 



    (ix) Trustee Notice of Mandatory Tender (if
    required); and



 



    (x) Rating Letters (Enhanced Bonds and underlying ratings).



 



    (b) [RESERVED].



 



    Section 5.3. Legal Opinions.  The GSEs
    shall have received legal opinions or reliance letters
    authorizing the GSEs to rely on legal opinions, in form and
    substance satisfactory to the GSEs and their respective counsel,
    addressed to the GSEs and dated the Effective Date, of:



 



    (a) Bond Counsel, including a reliance letter if not
    addressed to GSEs;



 



    (b) General Counsel of the Issuer as required by
    GSEs; and



 



    (c) Counsel to the Remarketing Agent, providing comfort on
    the Official Statement and as to such other matters as the GSEs
    may reasonably request;





    

    17








 







    (d) Any other counsel rendering an opinion in connection
    with the execution
    and/or
    delivery of this Agreement, the Indenture and the other Related
    Documents.



 



    Section 5.4. Supporting Documents of the
    Issuer.  There shall have been delivered to the
    GSEs such information and copies of documents, approvals (if
    any) and records certified, where appropriate, of corporate and
    legal proceedings as the GSEs may have requested relating to the
    Issuer’s entering into and performing this Agreement and
    the other Related Documents to which it is a party, and the
    transactions contemplated hereby and thereby. Such documents
    shall, in any event, include:



 



    (a) A certificate of the Issuer, in form and substance
    satisfactory to the GSEs and their counsel, executed by an
    executive officer of the Issuer, dated the Effective Date,
    confirming that the representations set forth in
    Section 5.1 and Article VI hereof are true and correct
    as of such date and that all actions required to be taken, all
    consents required to be obtained, and all resolutions required
    to be adopted by (which resolutions shall be attached to such
    certificate), the Issuer under applicable law, in order for this
    Agreement to be in full force and effect, have been done,
    obtained and adopted; and



 



    (b) An incumbency certificate with respect to the officers
    or agents of the Issuer who are authorized to execute this
    Agreement and the other Related Documents to which the Issuer is
    a party and any documents or instruments under this Agreement
    and the other Related Documents to which the Issuer is a party.



 



    Section 5.5. Supporting Documents of the
    Trustee.  There shall have been delivered to the
    GSEs incumbency certificates with respect to the officers or
    agents of the Trustee who are authorized to (a) execute the
    respective Related Documents to which the Trustee is a party and
    (b) execute and deliver to the GSEs the written notices and
    demands attached to the Credit and Liquidity Facility.



 



    Section 5.6. Other Supporting
    Documents.  There shall have been delivered to the
    GSEs such information and copies of documents, approvals (if
    any) and records (certified, where appropriate) of corporate and
    legal proceedings as the GSEs may have requested relating to the
    entering into and performance by each of the parties (other than
    the GSEs) thereto, of each of the Related Documents or the
    transactions contemplated thereby or the tax exempt status of
    interest on the Bonds, if applicable.



 



    Section 5.7. Payment of Fees and
    Expenses.  The fees and expenses and all other
    amounts (including attorneys’ fees and expenses) payable on
    the Effective Date pursuant to Section 3.7 or
    Section 10.2 hereof shall have been received.



 



    Section 5.8. Rating.  The GSEs shall have
    received satisfactory evidence that the Bonds shall have been
    assigned long-term ratings of at least “Aaa” by
    Moody’s (if rated by Moody’s), and short-term ratings
    of at least “VMIG1” by Moody’s (if rated by
    Moody’s) and long-term ratings of at least “AAA”
    by S&P or Fitch (if rated by S&P or Fitch), short-term
    ratings of at least
    “A-1+”
    by S&P (if rated by S&P) or short-term ratings of at
    least “F1+” by Fitch (if rated by Fitch).



 



    Section 5.9. Issuer Bond Rating.  The GSEs
    shall have received satisfactory evidence that the Issuer Bond
    Rating on the Effective Date is at least
    (i) “Baa3” by Moody’s (if rated by
    Moody’s) with a [“stable” outlook] by
    Moody’s (if rated by Moody’s), and
    (ii) “BBB–”
    by S&P or Fitch (if rated by S&P or Fitch) with a
    [“stable” outlook] by S&P or Fitch (if rated by
    S&P or Fitch); provided that such minimum Issuer Bond
    Ratings shall be “A3” and “A–” for
    Moody’s and S&P/Fitch, respectively, if the Bonds are
    secured in part by multifamily mortgage loans.





    

    18








 







    Section 5.10. Other Documents.  The GSEs
    shall have received such other documents, instruments, approvals
    (and, if requested by Freddie Mac, certified duplicates or
    executed copies thereof) or opinions as the GSEs may reasonably
    request.



 



    In addition to the foregoing, the GSEs shall have determined, as
    of the Effective Date, that no law, regulation, ruling or other
    action of the United States, the Commonwealth of Virginia, the
    District of Columbia or the State of [STATE] or any political
    subdivision or authority therein or thereof shall be in effect
    or shall have occurred, the effect of which would be to prevent
    the Issuer or the GSEs from fulfilling its obligations under
    this Agreement.



 




    ARTICLE VI



 




    REPRESENTATIONS
    AND WARRANTIES



 



    To induce the GSEs to enter into this Agreement, to deliver the
    Credit and Liquidity Facility and to advance funds as provided
    herein and therein, the Issuer makes the following
    representations and warranties to, and agreements with the GSEs
    (which representations, warranties and agreements shall survive
    the execution and delivery of this Agreement and any purchases
    of Bonds by the GSEs):



 



    Section 6.1. Status.  The Issuer is a
    public instrumentality and agency of the State, organized and
    existing under the laws of the State, with all requisite power
    and authority to execute and deliver, and to perform its
    obligations under this Agreement and the Related Documents to
    which it is a party and to issue, execute and deliver the Bonds.



 



    Section 6.2. Power and Authority.  The
    Issuer has the requisite power and authority to execute and
    deliver, and to perform its obligations under, this Agreement
    and the other Related Documents to which it is or will be a
    party and has taken all necessary action to authorize the
    execution, delivery and performance of this Agreement and the
    other Related Documents to which it is or will be a party. The
    Issuer has the requisite power and authority to irrevocably
    direct the Tender Agent and Trustee to enter into and perform
    its obligations under this Agreement and has made said
    irrevocable direction to the Tender Agent and Trustee.



 



    Section 6.3. Enforceability.  Assuming due
    authorization, execution and delivery by each of the other
    parties thereto, each of this Agreement and the Related
    Documents (other than the Official Statement) to which the
    Issuer is a party constitutes the legal, valid and binding
    obligation of the Issuer enforceable in accordance with its
    terms, subject, as to enforceability, to applicable bankruptcy,
    moratorium, insolvency or similar laws affecting the rights of
    creditors generally or the rights of creditors of governmental
    entities and to certain principles of equity (regardless of
    whether such enforceability is considered in a proceeding in
    equity or at law). Each of the Related Documents (other than the
    Official Statement) is or will be on the Effective Date in full
    force and effect.



 



    Section 6.4. No Conflict.  The execution
    and delivery of this Agreement and the Related Documents and the
    performance by the Issuer of its obligations thereunder do not
    and will not violate any constitutional provision or any law or
    any regulation, order, writ, injunction or decree of any court
    or governmental body, agency or other instrumentality applicable
    to the Issuer, or result in a breach of any of the terms,
    conditions or provisions of, or constitute a default under, or
    result in the creation or imposition of any lien (other than the
    lien of the Indenture) upon any of the assets of the Issuer
    pursuant to the terms of, any ordinance, resolution, mortgage,
    indenture, agreement or instrument to which the Issuer is a
    party or by which it or any of its properties is bound.





    

    19








 







    Section 6.5. Consents.  All consents,
    licenses, approvals, validations and authorizations of, and
    registrations, validations or declarations by or with, any court
    or any Governmental Agency required to be obtained in connection
    with the execution, delivery, performance, validity or
    enforceability of this Agreement and the other Related Documents
    (including the Bonds) have been obtained and are in full force
    and effect.



 



    Section 6.6. Litigation.  Except as
    disclosed in the Official Statement, there is no litigation,
    action, suit, arbitration, proceeding or administrative
    proceeding, or, to its knowledge, any inquiry or investigation
    at law or in equity or before or by any court, public board or
    body pending or, to its knowledge, threatened against or
    affecting it (a) wherein an unfavorable decision, ruling or
    finding would materially adversely affect (i) the
    transactions contemplated by or the validity of this Agreement,
    any of the Related Documents or any agreement or instrument to
    which it is a party and which is contemplated by this Agreement
    or the Related Documents, or (ii) its property, assets,
    operations or condition, financial or otherwise, or its ability
    to perform its obligations hereunder or under the Related
    Documents to which it is a party; or (b) which in any way
    contests its existence, organization or powers or the titles of
    its officers to their respective offices.



 



    Section 6.7. Default.  No Event of Default
    or Default has occurred and is continuing. In addition, the
    Issuer is not in material default under (a) any order,
    writ, injunction or decree of any Governmental Agency having
    jurisdiction over the affairs of the Issuer, or (b) any law
    or regulation applicable to the Issuer, or (c) any
    contract, agreement or instrument to which the Issuer is a party
    or by which it or its property is bound, default under which
    could reasonably be expected to have a material adverse effect
    on the transactions contemplated by this Agreement, the
    Indenture or the other Related Documents, or which reasonably be
    expected to have a material adverse effect on the validity or
    enforceability of, or the authority or ability of the Issuer to
    perform its obligations under, this Agreement, the Indenture and
    the other Related Documents to which it is a party.



 



    Section 6.8. Official Statement.  The
    Official Statement, along with all amendments and supplements
    thereto, prepared with respect to the Bonds and the transactions
    herein contemplated, true copies of which have heretofore been
    delivered to the GSEs, does not contain any untrue statement of
    a material fact and such Official Statement does not omit to
    state a material fact necessary to make the statements therein,
    in the light of the circumstances under which made, not
    misleading, except no representation is made as to information
    furnished in writing by the GSEs expressly for inclusion therein.



 



    Section 6.9. Bonds.  Each Bond is duly
    issued under the Indenture and each such Bond is entitled to the
    benefits thereof. The proceeds of the Bonds have been used to
    finance residential mortgages, and principal and interest on the
    Bonds will be paid primarily from the cash flow from said
    residential mortgages.



 



    Section 6.10. Assignment of Bonds.  The
    Bank Bonds purchased pursuant to Article III hereof will be
    transferred to the GSEs free and clear of all liens, security
    interests or claims of any Person other than the GSEs, except
    for consensual liens or other security interests as may be
    created by the GSEs. The Bonds (including the Bank Bonds) are
    secured by a first priority perfected security interest [pledge,
    lien and assignment] [edit as appropriate], in and to the
    Security, as and to the extent provided in the Indenture and
    described in Section 3.12 hereof and, except as
    contemplated by the Indenture, the Issuer has not pledged or
    granted a lien, security interest or other encumbrance of any
    kind on the Security.



 



    Section 6.11. Incorporation of Representations and
    Warranties.  The Issuer hereby makes to the GSEs
    the same representations and warranties as were made by it in
    the Indenture and the other Related Documents to which the
    Issuer is a party, which representations and warranties,
    together with the related definitions of terms contained
    therein, are hereby incorporated by reference with the same
    effect





    

    20








 







    as if each and every such representation and warranty and
    definition were set forth herein in its entirety and were made
    as of the date hereof.



 



    Section 6.12. Financial Statements.  The
    statement of net assets of the Issuer as of its last audited
    financial statements, and the related statement of revenues,
    expenses and changes in net assets for the year then ended and
    the auditors’ reports with respect thereto, copies of which
    have heretofore been furnished to the GSEs, are complete and
    correct in all material respects and fairly present the
    financial condition, changes in fund equity and results of
    operations of the Issuer, as the case may be, at such dates and
    for such periods, and were prepared in accordance with generally
    accepted accounting principles, consistently applied. Since the
    date of the last audited financial statements, there has been no
    material adverse change in the condition (financial or
    otherwise) or operations of the Issuer, except as disclosed in
    such Official Statement, and other documents provided by the
    Issuer to the GSEs. Since the date of such Official Statement no
    transaction or event shall have occurred and no change shall
    have occurred in the condition (financial or otherwise) or
    operations of the Issuer which materially adversely affects the
    issuance of any of the Bonds, the security for any of the Bonds,
    or the Issuer’s ability to repay when due its obligations
    under this Agreement, any of the Bonds and the Related Documents.



 



    Section 6.13. Complete and Correct
    Information.  All information, reports and other
    papers and data with respect to the Issuer furnished to the GSEs
    were, at the time the same were so furnished, complete and
    correct in all material respects. Any financial, budget and
    other projections furnished to the GSEs were prepared in good
    faith on the basis of the assumptions stated therein, which
    assumptions were fair and reasonable in light of conditions
    existing at the time of delivery of such financial, budget or
    other projections, and represented, and as of the date of this
    representation, represent, the Issuer’s best estimate of
    the Issuer’s future financial performance. No fact is known
    to the Issuer that materially and adversely affects or in the
    future may (so far as it can reasonably foresee) materially and
    adversely affect the security for any of the Bonds, or the
    Issuer’s ability to repay when due its obligations under
    this Agreement, any of the Bonds and the Related Documents that
    has not been set forth in the Official Statement referenced in
    Section 6.8 hereof or in the financial statements and other
    documents referred to in this Section 6.13 or in such
    information, reports, papers and data or otherwise disclosed in
    writing to the GSEs. The Issuer has delivered to Fannie Mae and
    Freddie Mac true and correct copies of: (i) the Indenture
    with all amendments thereto; (ii) the other Related
    Documents to which the Issuer is a party; and (iii) all
    other documents executed by the Issuer in connection with the
    issuance of the Bonds with all amendments thereto. Taken as a
    whole, the documents furnished and statements made by the Issuer
    in connection with the negotiation, preparation or execution of
    this Agreement and the Related Documents do not contain untrue
    statements of material facts or omit to state material facts
    necessary to make the statements contained therein in light of
    the circumstances under which they were made, not misleading.



 



    Section 6.14. No Proposed Legal
    Changes.  There is no amendment, or to the
    knowledge of the Issuer, proposed amendment certified for
    placement on a statewide ballot, to the Constitution of the
    State or any published administrative interpretation of the
    Constitution of the State or any State law, or any legislation
    that has passed either house of the State legislature, or any
    published judicial decision interpreting any of the foregoing,
    the effect of which is to materially adversely affect the
    issuance of any of the Bonds, the security for any of the Bonds,
    or the Issuer’s ability to repay when due its obligations
    under this Agreement, any of the Bonds, and the other Related
    Documents.



 



    Section 6.15. The Tender Agent and the Remarketing
    Agent.  The financial institution identified as
    Trustee (or a successor or assign approved in writing by the
    GSEs) is the duly appointed and acting Tender Agent, and the
    financial institution identified as the Remarketing Agent (or a
    successor or assign) approved in writing by the GSEs) is the
    duly appointed and acting Remarketing Agent for the Bonds.





    

    21








 







    Section 6.16.  [Reserved.]



 



    Section 6.17. No Sovereign Immunity.  To
    the extent permitted by laws of the State, the Issuer hereby
    waives the defense of sovereign immunity in any proceeding by
    the GSEs to enforce a breach of the contractual obligations of
    the Issuer under this Agreement.



 



    Section 6.18. Interest.  None of the
    Indenture, the other Related Documents or the Bonds provide for
    any payments that would violate any applicable law relating to
    permissible maximum rates of interest.



 



    Section 6.19. Investment Obligations.  As
    of the Effective Date, the Issuer has no knowledge that it has
    made any material investment, or entered into any agreement for
    the purpose of effecting any such investment, which is not
    permitted to be made pursuant to the Act and the Indenture.



 



    Section 6.20. Tax-Exempt Status.  Solely
    with respect to those Series of Bonds that bear interest that is
    intended to be tax exempt, the Issuer has not taken any action
    or omitted to take any action, and knows of no action taken or
    omitted to be taken by any other person or entity, which action,
    if taken or omitted, would cause interest on those Series of
    Bonds to be subject to personal income taxes levied by the
    Federal Government.



 



    Section 6.21. Security.  The Bonds
    (including any Bank Bonds and interest thereon and any mandatory
    prepayments thereof) and the Issuer’s obligations under
    this Agreement are secured under the Indenture by the Security
    and are [IF PROVIDED IN THE APPLICABLE INDENTURE —
    backed by the full faith and credit of the Issuer] payable out
    of any of the Issuer’s revenues, moneys or assets legally
    available therefor, subject only to agreements made with holders
    of notes and Bonds other than the bonds (including the Bonds and
    any Bank Bonds). The Issuer has pledged to the Trustee its
    entire right, title and interest in each mortgage loan pledged
    as Security and such pledge conveys a first lien on such
    mortgage loans. The Issuer has not pledged or otherwise granted
    a lien upon the Trust Estate (as defined in the Indenture)
    for any other obligation. [The security for the Issuer’s
    obligations under the Indenture includes a debt service reserve
    fund which is funded in the amount required under the Indenture
    and which has not, as of the date hereof, been drawn upon.]



 



    Section 6.22. Hedges.  Attached hereto as
    Schedule 2 is a description of each Hedge related to the
    Bonds, the counterparty to such Hedge, the current ratings of
    such counterparty, termination events for each Hedge, including
    any termination upon downgrade of the counterparty and any
    collateralization requirements. The Issuer has not
    cross-defaulted any obligation under a Hedge with its
    obligations under any other instrument.



 



    Section 6.23. Investment
    Guidelines.  Attached as Schedule 3 are the
    Issuer’s investment guidelines for the investment of funds
    held under the Indenture.



 




    ARTICLE VII



 




    COVENANTS



 



    The Issuer covenants and agrees that, so long as any of the
    Bonds shall be Outstanding or any amounts remain unpaid
    hereunder:



 



    Section 7.1. Payment Obligations.  The
    Issuer shall promptly pay or cause to be paid all amounts
    payable by it hereunder and under the Related Documents
    according to the terms hereof or thereof and shall duly perform
    each of its obligations under this Agreement and the other
    Related





    

    22








 







    Documents to which it is a party. All payments of principal,
    interest and any other sums due hereunder shall be made in the
    amounts required hereunder without any reduction or setoff,
    notwithstanding the assertion of any right of recoupment or
    setoff or of any counterclaim by the Issuer. The Issuer’s
    annual budget shall include the payment of all amounts payable
    by the Issuer hereunder, and, if applicable, the Issuer shall
    use its best efforts to cause the making of appropriations for
    payment of such amounts.



 



    Section 7.2. Related Documents.



 



    (a) The Issuer agrees that it will perform and comply in
    all material respects with each and every covenant and agreement
    required to be performed or observed by it in each Related
    Document to which it is a party and in each case such
    provisions, together with the related definitions of terms
    contained therein, are hereby incorporated by reference herein
    with the same effect as if each and every such provision were
    set forth herein in its entirety.



 



    (b) The Issuer shall not enter into any new or replacement
    Related Document and shall not amend, supplement or otherwise
    modify in any material respect (or permit any of the foregoing),
    or request or agree to any consent or waiver under, or effect or
    permit the cancellation, acceleration or termination of, or
    (except as otherwise permitted under the Related Documents)
    release or permit the release of any collateral held under, any
    of the Related Documents without the prior written consent of
    each of the GSEs; provided, however, that the consent of
    the GSEs shall not be required with respect to supplements
    entered into solely for the purpose of providing for the
    issuance of a series of bonds pursuant to the Indenture, except
    as provided in Section 7.25(a) below. With respect to
    Indenture amendments, the determination of the GSEs as to the
    materiality of an amendment shall be controlling.



 



    (c) The Issuer shall at all times cause to be in place a
    Remarketing Agent acceptable to the GSEs. The Issuer will
    covenant to cause the Remarketing Agent to use its best efforts
    at all times to remarket Bonds (including, without limitation,
    Bank Bonds held prior to the termination of the Credit and
    Liquidity Facility) at interest rates up to the Maximum Rate. If
    the Remarketing Agent fails to remarket any Bank Bonds for 30
    consecutive calendar days, or otherwise fails to perform its
    duties under the Remarketing Agreement, then the Issuer agrees,
    at the written request of a GSE, to cause the Remarketing Agent
    to be replaced with a Remarketing Agent reasonably acceptable to
    the GSEs. The Remarketing Agreement shall obligate the
    Remarketing Agent to use its best efforts to remarket Bonds
    (including, without limitation, Bank Bonds) up to the Maximum
    Rate. The Remarketing Agreement shall provide that the
    Remarketing Agent may not resign until a new remarketing agent
    is in place unless otherwise consented to by the GSEs. The GSEs
    shall be third party beneficiaries to the Remarketing Agreement.



 



    Section 7.3. Reporting
    Requirements.  (a) Books and Records;
    GAAP. The Issuer shall keep proper books of record and
    account in which full, true and correct entries will be made of
    all dealings and transactions of or in relation to affairs,
    operations, transactions and activities of the Issuer in
    accordance with generally accepted accounting principles
    applicable to governmental entities, consistently applied.



 



    (b) Non-Public Information.  As used in
    this section, “Information” means any information
    described in subsection (c) and “Non-Public
    Information” means any of the Information that, as of the
    date that such Information is due to be provided to the GSEs
    pursuant to subsection (c), the Issuer has not released to
    the general public or otherwise is not in the public domain. To
    the extent that any of the Information described in
    subsection (c) is Non-Public Information, each of the
    following shall apply:





    

    23








 







    (i) The Issuer may provide such Non-Public Information to
    the GSEs but, subject to clause (ii) below, is not
    obligated to do so. If the Issuer elects not to provide
    Non-Public Information, it shall identify the categories of
    Information that are then Non-Public Information and so inform
    the GSEs of that fact at the time such information is otherwise
    due to be provided under subsection (c);



 



    (ii) If the Issuer elects not to provide Non-Public
    Information as stated in clause (i) above, but a GSE
    determines that the absence of any such information is a
    material impairment to its obligation to conduct its business in
    a safe and sound manner or is inconsistent with the requirements
    of applicable law or regulation, then the Issuer will provide
    such Information to that GSE at the times and as otherwise
    required by subsection (c); and



 



    (iii) To the extent that the Issuer actually provides
    Non-Public Information pursuant to subsection (c), the
    Issuer will label such information as Non-Public Information and
    will segregate all Non-Public Information so that a GSE which
    elects not to look at the Non-Public Information can do so.



 



    (c) Information.  The Issuer agrees to
    furnish to each GSE a copy of each of the following:



 



    (i) On the date that is the earlier of (i) ninety
    (90) days after the end of each quarter of each fiscal year
    of the Issuer and (ii) the day such information is first
    made available to the general public, the Issuer shall provide
    to each GSE the financial statements of the Issuer consisting of
    a balance sheet of the Issuer as at the end of such period, a
    statement of operations and a statement of cash flows of the
    Issuer for such period and, with respect to the report provided
    after the end of each fiscal year, there shall also be included
    a statement of the changes in net assets of the Issuer for such
    period. The financial statements referred to above shall be set
    forth in reasonable detail and shall be accompanied by, in the
    case of the annual statements, an audit report of the
    Issuer’s auditor or nationally recognized independent
    certified public accountants stating that they have (except as
    noted therein) been prepared in accordance with generally
    accepted accounting principles consistently applied (provided
    that such audit report need not be submitted until one hundred
    eighty (180) days after the end of the relevant fiscal
    year);



 



    (ii) On the date that is the earlier of (i) ninety
    (90) days after the end of each quarter of each fiscal year
    of the Issuer and (ii) the day such information is first
    made available to the general public, the Issuer shall provide
    to each GSE financial statements of the Issuer specific to the
    Indenture pursuant to which Bonds are outstanding consisting of
    a statement of operations and a statement of cash flows under
    each such Indenture for such period and, with respect to the
    report provided after the end of each fiscal year, there shall
    also be included a statement of the changes in net assets under
    each such Indenture for such period. The financial statements
    referred to above shall be set forth in reasonable detail and
    shall be accompanied by, in the case of the annual statements,
    an audit report of the Issuer’s auditor or nationally
    recognized independent certified public accountants stating that
    they have (except as noted therein) been prepared in accordance
    with generally accepted accounting principles consistently
    applied (provided that such audit report need not be submitted
    until one hundred eighty (180) days after the end of the
    relevant fiscal year);





    

    24








 







    (iii) Immediately after any officer of the Issuer obtains
    knowledge thereof, a certificate of the Issuer setting forth the
    occurrence of any default or Event of Default, the details
    thereof and the action which the Issuer is taking or proposes to
    take with respect thereto;



 



    (iv) Quarterly, at the time each of the financial
    statements referenced in 7.3(a) above is provided, and otherwise
    at the request of a GSE, a certificate of the Issuer
    (i) stating whether there exists on the date of such
    certificate any default or Event of Default and, if so, the
    details thereof and the action which the Issuer is taking or
    proposes to take with respect thereto and (ii) setting
    forth a description in reasonable detail of the amounts held in
    the Revenue Fund and other accounts under the Indenture;



 



    (v) Simultaneously with their release to the general
    public, disclosure statements of any kind prepared by the Issuer
    which disclose such matters as quarterly or other interim
    financial statements relating to each Indenture, portfolio
    composition information regarding each Indenture such as the
    percentage of loans insured under FHA, HUD, RDA, or VA programs
    or any pooled mortgage insurance program or securitization by
    GNMA or a GSE or portfolio performance information detailing
    such matters as delinquencies, foreclosures and real estate
    owned properties;



 



    (vi) Promptly upon receipt of notice by such Issuer of any
    such default, the occurrence of any material event of default by
    any counterparty to a Related Document;



 



    (vii) At the request of a GSE, copies of any information or
    request for information concerning this Agreement or any of the
    Related Documents as and when provided to the Trustee;



 



    (viii) Promptly after the receipt or giving thereof, copies
    of all notices of resignation by or removal of the Trustee, the
    Remarketing Agent or the Tender Agent which are received or
    given by the Issuer;



 



    (ix) Promptly after the adoption thereof, copies of any
    amendments to the Indenture, any of the other Related Documents
    (including replacement of or any new Related Document) and the
    Official Statement;



 



    (x) Within 30 days of the issuance of any public
    issuance of indebtedness of the Issuer payable from the Revenues
    under the Indenture, copies of any disclosure documents
    distributed in connection therewith;



 



    (xi) Any Annual Filing or Material Event Filing shall be
    delivered to the GSEs on the day it becomes available to the
    general public or the Bondholders or would be required to become
    available if
    Rule 15c2-12
    were applicable to the Bonds;



 



    (xii) Simultaneously with the delivery of each set of the
    financial statements and the annual filing referred to in
    clauses (i) and (xi) and otherwise at the request of
    the GSEs, or with respect to (iii) whenever prepared and
    available, (i) a copy of the most recent rating letter
    received relating to the Issuer Bond Rating
    and/or the
    Indenture rating, (ii) a certificate of the Issuer stating
    that the Issuer is in compliance with all financial covenants
    set forth in the Indenture; and (iii) a copy of the most
    recent cash flow certificates, financial reports and statements
    and annual budget (including portfolio performance reports
    detailing delinquencies and foreclosure rates and percentage of
    loans





    

    25








 







    insured under the FHA, RDA, and VA programs and any pooled
    mortgage insurance program, and the percentage of uninsured
    loans as set forth in Schedule 4 hereto);



 



    (xiii) Immediately upon receipt by the Issuer, any rating
    report or other rating action relative to the Issuer, the Bonds
    or any other bonds issued under the Indenture;



 



    (xiv) Immediately upon any such transfer, notice of any
    extraordinary payment or transfer of funds from the Indenture;



 



    (xv) In a timely manner at the request of a GSE, any data
    or information required by a GSE for use by a GSE in calculating
    performance under the Federal Housing Finance Agency’s
    housing goal regulations or for use in complying with any other
    regulatory or legal requirement; and



 



    (xvi) Such other information, whether such information is
    published or unpublished, respecting the affairs, condition
    and/or
    operations, financial or otherwise, of the Issuer as a GSE may
    from time to time reasonably request (including, without
    limitation, data, including loan level data, required by the
    GSEs with respect to any asset management surveillance
    and/or
    disclosure requirement).



 



    (xvii) All reports required by this Section 7.3 shall
    be sent to each GSE at its email address specified in
    Section 10.3.



 



    Section 7.4. Compliance With Law.  The
    Issuer shall comply with all laws, ordinances, orders, rules and
    regulations that may be applicable to it if the failure to
    comply could have a material adverse effect on the security for
    any of the Bonds, or the Issuer’s ability to repay when due
    its obligations under this Agreement, any of the Bonds, and the
    Related Documents.



 



    Section 7.5. Notices.  The Issuer will
    promptly furnish, or cause to be furnished, to each of the GSEs
    (with a copy to the Administrator and the Treasury’s Agent)
    and to the Trustee (i) notice of the occurrence of any
    Event of Default or Default as defined herein or in the
    Indenture, (ii) notice of the failure by the Remarketing
    Agent, the Tender Agent or the Trustee to perform any of its
    obligations under the Remarketing Agreement or the Indenture,
    (iii) notice of any proposed substitution of the Credit and
    Liquidity Facility, (iv) each notice required to be given
    to any liquidity facility provider pursuant to the Indenture,
    (v) notice of any litigation, administrative proceeding,
    proposed or enacted legislation or business development known to
    the Issuer which may materially adversely affect its business,
    properties or affairs or the ability of the Issuer to perform
    its obligations as set forth hereunder or under any of the
    Related Documents to which it is a party, and (vi) notice
    of any downgrade, withdrawal, or suspension of the Issuer Bond
    Rating or the placement of the Bonds or any Parity Debt on
    credit watch by a Rating Agency, or if a Rating Agency then
    under contract with the Issuer to maintain an Issuer Bond Rating
    expresses in writing a negative outlook as to such Issuer Bond
    Rating.



 



    The Trustee will notify the GSEs, the Administrator and the
    Treasury’s Agent by
    e-mail
    followed by telecopier and the Treasury by telecopier, at the
    addresses set forth in Section 10.3 of: (i) each
    notice of Optional Tender upon receipt; (ii) each notice of
    Mandatory Tender upon receipt; and (iii) not later than
    4:00 p.m. on the Business Day before any Optional Tender or
    Mandatory Tender of Bonds, a statement as to principal amount of
    Bonds for which the Trustee or Tender Agent has received
    remarketing proceeds or notice from the Remarketing Agent that
    such principal amount of Bonds has been remarketed. The Trustee
    shall also provide to the Custodian and the Treasury’s
    Agent as required by the Credit and Liquidity Facility at the
    addresses set forth in Section 10.3, all demands for an
    Advance (as defined in the Credit and Liquidity Facility) as and
    when delivered to the GSEs.





    

    26








 







    Section 7.6. Certain Information.  The
    Issuer shall not include in an offering or remarketing document
    for the Bonds any information concerning a GSE that is not
    supplied in writing, or otherwise consented to, by such GSE
    expressly for inclusion therein, nor shall the Issuer make any
    changes in any reference to a GSE in any amendment or supplement
    to an offering or remarketing document for the Bonds without
    obtaining the prior written consent of such GSE thereto.



 



    Section 7.7. Liquidity.



 



    (a) The Issuer agrees that, with respect to any Alternate
    Liquidity Facility, the Issuer will require, as a condition to
    its effectiveness, that the issuer of the Alternate Liquidity
    Facility provide funds to the extent necessary, in addition to
    other funds available, on the date the Alternate Liquidity
    Facility becomes effective, for the purchase of all Bank Bonds
    at par plus accrued interest (at the Bank Rate) through the
    Purchase Date. On such date any and all amounts due hereunder
    and under the Indenture or the Bonds due to the GSEs shall be
    payable in full to the GSEs.



 



    (b) The Issuer shall not permit an Alternate Liquidity
    Facility to become effective with respect to fewer than all of
    the Outstanding Bonds of a Series of Bonds without the prior
    written consent of the GSEs.



 



    Section 7.8. Appointment of Successors and
    Replacements.  So long as this Agreement is in
    effect and the GSEs are not in default hereunder, the Issuer
    will not permit the appointment of a successor Trustee or Tender
    Agent or Remarketing Agent unless the Issuer has obtained the
    prior written consent of the GSEs, which consent will not be
    unreasonably withheld. The Issuer will cause a Remarketing Agent
    to be in place at all times while this Agreement is in effect or
    any Bank Bonds are outstanding.



 



    Section 7.9. Maintenance of Approvals: Filings,
    Etc.  The Issuer shall at all times maintain in
    effect, renew and comply with all the terms and conditions of
    all consents, filings, licenses, approvals and authorizations as
    may be necessary or appropriate under any applicable law or
    regulation for its execution, delivery and performance of this
    Agreement and the other Related Documents to which it is a party.



 



    Section 7.10. Inspection Rights.  To the
    extent permitted by law, the Issuer shall, at any reasonable
    time and from time to time, upon reasonable notice, permit the
    GSEs or any agents or representatives thereof, at the
    Issuer’s expense, to examine and make copies of the records
    and books of account related to the transactions contemplated by
    this Agreement, to visit its properties and to discuss its
    affairs, finances and accounts with any of its officers and
    independent accountants provided, however, that prior to
    the occurrence of an Event of Default, the Issuer shall not be
    required to pay for more than one inspection per fiscal year.
    The Issuer will not unreasonably withhold its authorization for
    its independent accountants to discuss its affairs, finances and
    accounts with the GSEs.



 



    Section 7.11. Additional Obligations.  The
    Issuer shall not issue any bonds, notes or similar obligations
    or evidence of indebtedness payable from the Revenues or any
    other amounts, accounts or other property held under the
    Indenture except as permitted by the Indenture. So long as this
    Agreement remains in effect or any Bank Bonds remain
    Outstanding, the Issuer shall not issue any additional variable
    rate obligations except as permitted in Section 7.25(a).



 



    Section 7.12. Permitted Liens.  The Issuer
    shall not create or incur or suffer to be incurred or to exist
    any Lien on the Revenues or any other funds, accounts or other
    property held under the Indenture except as permitted by the
    Indenture. The Issuer will take no action, nor fail to take any
    action, necessary to ensure that the Eligible Bonds purchased
    pursuant to this Agreement are free and clear of all liens,





    

    27








 







    security interests or claims of any Person other than the GSEs,
    except for consensual liens or security interests as the GSEs
    may create.



 



    Section 7.13. Issuer Bond Rating.  The
    Issuer shall use its best efforts to maintain the minimum Issuer
    Bond Ratings specified in Section 5.9 hereof.



 



    Section 7.14. Litigation, Etc.  The Issuer
    shall give prompt notice in writing to the GSEs of any
    litigation, administrative proceeding or business development
    which may materially adversely affect its business, properties
    or affairs or the ability of the Issuer to perform its
    obligations as set forth hereunder or under any of the Related
    Documents to which it is a party, and shall in all events give
    prompt notice of any such litigation or proceeding involving a
    claim in excess of $5,000,000 payable from the Revenues held
    under the Indenture.



 



    Section 7.15. Indenture; Redemption of Bank Bonds;
    Payment of Fees.



 



    (a) While any Bank Bonds are outstanding and in accordance
    with the Indenture, the Issuer will, to the extent obligated
    under Section 4.1 hereof, (i) redeem Bank Bonds from
    available funds under the Indenture, and (ii) redeem Bank
    Bonds prior to the optional redemption of any other Bonds under
    the Indenture.



 



    (b) To the extent permitted under the Indenture, the Issuer
    hereby agrees that fees and other amounts payable to each GSE
    (other than principal and interest on Bank Bonds) shall either
    (a) constitute Program Expenses pursuant to, and as defined
    in, the Indenture and, pursuant to the Indenture, will be paid
    from the Revenue Fund when due or (b) will be payable on
    the same priority as debt service on the Bonds, whichever is the
    more senior priority. The Issuer further agrees that to the
    extent sufficient funds are not available in the Revenue Fund to
    pay such fees and other amounts when due for any reason, the
    Issuer will immediately pay or cause to be paid such fees and
    other amounts from available funds of the Issuer.



 



    Section 7.16. Maintenance of
    Existence.  The Issuer shall preserve and maintain
    its existence as a public instrumentality and agency of the
    State organized and existing under the laws of the State, and to
    perform its obligations under this Agreement and the Related
    Documents and will not, without the prior written consent of the
    GSEs, (i) merge or consolidate with any other organization
    nor (ii) sell, lease or transfer all or substantially all
    of its property to any Person, or turn over the management or
    operation of any substantial part of its business, property or
    assets, to any other Person, except as otherwise provided in the
    Indenture and the Act; provided, however, that the Issuer may
    consolidate with or merge into another governmental entity that
    assumes in writing all the obligations of Issuer in form and
    substance satisfactory to the GSEs and such consolidations or
    merger will not impair or adversely affect the security
    supporting its obligations to the GSEs or otherwise have a
    material adverse effect upon the Bonds, this Reimbursement
    Agreement or the Related Documents.



 



    Section 7.17. Swap Termination Fees.  So
    long as this Agreement remains in effect, the Issuer shall not
    permit any swap termination fees to be payable on a basis senior
    to or on a parity with the Bonds or the Issuer’s
    obligations under this Agreement.



 



    Section 7.18. Further Assurances.  The
    Issuer will at any and all times, insofar as it may be
    authorized so to do by law, authorize, make, do, execute,
    acknowledge and deliver every and all such further resolutions,
    acts, deeds, conveyances, assignments, recordings, filings,
    transfers and assurances as may be reasonably necessary for the
    better assuring, conveying, granting, assigning and confirming
    all and singular the rights of the GSEs hereunder or payment of
    the obligations of the Issuer arising under or pursuant to this
    Agreement, or intended so to be, or which the Issuer may
    hereafter become bound to






    

    28








 







    pledge or assign thereto, including the maintenance of the
    security interests in the Revenues created pursuant to the
    Indenture.



 



    Section 7.19. Disclosure to
    Participants.  The Issuer shall permit each GSE to
    disclose any information received by such GSE in connection
    herewith, including without limitation the financial information
    described in Section 7.3 hereof, to any Participants;
    provided, that the GSE shall require, as a condition to
    providing any such information to any Participant, an agreement
    on the part of said Participant to maintain the confidentiality
    of said information unless said Participant is required to
    release such information pursuant to any statute, rule,
    regulation or judicial process or upon the lawful demand of any
    court or agency having jurisdiction over such Participant.



 



    Section 7.20. Conversions;
    Defeasance.  The Issuer shall promptly furnish, or
    cause to be furnished, to each GSE, not later than its
    furnishing the same to the Remarketing Agent, a copy of any
    written notice furnished by the Issuer to the Remarketing Agent
    pursuant to the Indenture indicating a proposed conversion or
    change of the interest rate on a Series of Bonds to a rate other
    than a variable rate. The Issuer shall not consummate any such
    conversion without the prior written consent of each of the
    GSEs. In addition, the Issuer will not defease, nor allow the
    defeasance of, the Bonds without having contemporaneously
    satisfied all of its obligations hereunder, including the Bank
    Bonds. The Issuer and Trustee hereby recognize that any such
    conversion of the interest rate mode shall result in a
    termination of the Credit and Liquidity Facility with respect to
    the Series of Bonds so converted if the entire Series of Bonds
    is so corrected.



 



    Section 7.21. Investment Securities.  The
    Issuer shall not permit any funds invested under the Indenture
    to be invested in obligations, securities or other investments
    of a type not included within the categories permitted for such
    purpose in the Indenture, will comply with the investment
    guidelines attached hereto as Schedule 3 and will not
    modify such investment guidelines without the prior written
    consent of the GSEs.



 



    Section 7.22.  [Reserved.]



 



    Section 7.23. Maintenance of Tax-Exempt Status of the
    Bonds.  Solely with respect to those Series of
    Bonds that bear interest that is intended to be tax exempt, the
    Issuer will not take any action or omit to take any action
    which, if taken or omitted, would adversely affect the exclusion
    from gross income of such interest on those Bonds for purposes
    of the exemption of such interest from Federal income taxes.



 



    Section 7.24. No Leverage; No
    Derivatives.  The Issuer shall not acquire any
    investments with funds pledged to payment of Bonds or amounts
    due hereunder on margin, nor shall the Issuer enter into any
    Hedge without the prior written consent of the GSEs.



 



    Section 7.25. Special GSE Program
    Covenants.  The Issuer covenants that it will:



 



    (a) Not issue new bonds under the Indenture in a variable
    rate demand, adjustable rate or auction rate mode other than
    variable rate bonds issued and acquired by the GSEs under the
    GSEs’ HFA Initiative Program;



 



    (b) Transition, as the market stabilizes, to private
    liquidity providers or other funding mechanisms that will result
    in a reduction in the principal amount of Bonds supported by the
    Credit and Liquidity Facility;





    

    29








 







    (c) Continuously monitor the market with the objective of
    converting each Series of Bonds to a fixed rate financing
    without credit enhancement from the GSEs and effect such a
    conversion if it can be accomplished at a break even cost to the
    Issuer, including the cost of terminating any interest rate swap
    related to such Series of Bonds;



 



    (d) Certify annually on the anniversary date of the
    Effective Date that a conversion to fixed rate was uneconomical
    during the prior year;



 



    (e) Prepare documents within six (6) months of the
    Effective Date that will allow the Issuer to expeditiously
    convert each Series of Bonds to fixed rate securities if
    economic conditions permit;



 



    (f) Except as limited by tax law requirements and except
    for scheduled or other required redemptions, redeem Bank Bonds
    ahead of any other outstanding bonds issued pursuant to the
    Indenture;



 



    (g) Apply available excess funds under the Indenture to
    redeem all Bank Bonds upon expiration of the Credit and
    Liquidity Facility;



 



    (h) To the extent the Issuer does not have sufficient funds
    to redeem all Bank Bonds on or before the termination of the
    Credit and Liquidity Facility, pay the outstanding Bank Bonds
    over a
    10-year
    period in accordance with the requirements of
    Section 4.1(b) hereof;



 



    (i) The Issuer shall take all steps necessary to assure
    that all assets and revenues of any description pledged to the
    payment of the Bonds and all other bonds issued under the
    Indenture shall be applied strictly in accordance with, and
    solely for the purposes and in the amounts specified and
    permitted by, the terms of the Indenture.



 



    (j) Not exercise any rights it may have to make voluntary
    withdrawals of cash or other assets from the lien of the
    Indenture except under the following circumstances and within
    the following limits:



 



    (i) No withdrawals whatsoever shall be made during any
    period that Bank Bonds are outstanding (except withdrawals to
    redeem Bank Bonds);



 



    (ii) The Issuer may withdraw cash from the Indenture to pay
    ordinary and customary administrative and operating expenses of
    the Issuer, ordinary and customary operating expenses of any of
    the indentures of the Issuer (such as, for example, fees and
    payments due on an interest rate swap entered into by the
    Issuer) and to fund or reimburse the cost of programs sponsored
    by the Issuer, subject to each of the following requirements:



 



    (A) either:



 



    (1) the cumulative amount of such withdrawals does not
    exceed the cumulative withdrawals as projected to the date of
    such withdrawal in the cash flows most recently submitted to the
    rating agencies in connection with the then current long term
    rating of the Bonds; or





    

    30








 







    (2) prior to and as a condition to such withdrawal, the
    Issuer obtains and furnishes to the Administrator and to
    Treasury’s Agent a confirmation from each of the rating
    agencies maintaining ratings on the Bonds that the proposed
    withdrawal will not adversely affect the Issuer Bond
    Rating; and



 



    (B) prior to and as a condition to such withdrawal, the
    Issuer provides a written certification to the Administrator and
    to Treasury’s Agent specifying the amount and purpose of
    the withdrawal and that all requirements of this paragraph
    (j)(ii) have been met with respect to such withdrawal.



 



    In spite of anything to the contrary contained in this paragraph
    (j)(ii), no withdrawals whatsoever shall be made under this
    paragraph (j)(ii) during any period when any of the Issuer Bond
    Ratings are below the level of [“Baa3” or
    “BBB-”
    for Single Family] [A3 or A- for Multi Family] or has been
    suspended or withdrawn;



 



    (iii) The Issuer may withdraw cash or other assets from the
    Indenture for any purpose of the Issuer other than as set out in
    paragraph (j)(ii) above, subject to each of the following
    requirements:



 



    (A) prior to and as a condition to such withdrawal, the
    Issuer obtains and furnishes to the Administrator and to
    Treasury’s Agent a confirmation from each of the rating
    agencies maintaining ratings on the Bonds that the rating on the
    Bonds will be not less than the Issuer Bond Rating in effect on
    the date of this Agreement, in each case with a rating outlook
    that is either “stable” or “positive” or the
    equivalent;



 



    (B) the cash or other assets withdrawn from the lien of the
    Indenture pursuant to this paragraph (f)(iii) are retained by
    the Issuer within its funds and accounts or are expended to
    further the mission or otherwise for the benefit of the
    Issuer; and



 



    (C) prior to and as a condition of such withdrawal, the
    Issuer provides a written certification to the Administrator and
    to Treasury’s Agent specifying the amount and purpose of
    the withdrawal and that all requirements of this paragraph
    (j)(iii) have been met with respect to such withdrawal.



 



    (k) No later than 90 days prior to the stated
    expiration date of the Credit and Liquidity Facility either:
    (i) refinance or defease the Bonds; (ii) provide a
    substitute liquidity facility; or (iii) convert the Bonds
    to a fixed interest rate. The Issuer agrees and acknowledges
    that failure to effect either (i), (ii) or (iii) above
    will result in a mandatory tender in whole of the Bonds on or
    prior to the stated expiration date of the Credit and Liquidity
    Facility.



 



    (l) With respect to the purchase, origination, enforcement
    and servicing of mortgage loans and mortgage — backed
    securities (“MBS”) the Issuer shall:



 



    (i) originate or cause to be originated, mortgage loans and
    purchase, or cause to be purchased, MBS in a manner consistent
    with applicable state law, the Indenture and any supplements
    thereto, and such other related documents by which the Issuer is
    bound;





    

    31








 







    (ii) cause all mortgage loans to be serviced pursuant to
    the servicing requirements of the Issuer, GNMA, FHA Fannie Mae
    and Freddie Mac, as applicable, or any other party providing
    credit support in respect of any mortgage loans held under the
    Indenture;



 



    (iii) diligently take all steps necessary or desirable to
    enforce all terms of the mortgage loans, MBS, loan program
    documents and all such other documents evidencing obligations to
    the Issuer; and



 



    (iv) diligently take all actions consistent with sound
    mortgage loan origination, purchase and servicing practices and
    principles as may be necessary to receive and collect sufficient
    revenues to pay debt service when due on the Bonds.



 




    ARTICLE VIII



 




    EVENTS OF
    DEFAULT



 



    The occurrence of any of the following events shall constitute
    an “Event of Default”:



 



    Section 8.1. Payments.  Any principal of,
    or interest on, any Bond (including any Bank Bond) shall not be
    paid when due (disregarding for such purposes payments made from
    Credit Enhancement Advances); or



 



    Section 8.2. Fee Payments;
    Reimbursement.  The Issuer shall fail to pay any
    amount owing under Section 2.2, 3.7 or 4.1 hereof when and
    as the same shall become due; or



 



    Section 8.3. Representations.  Any
    representation or warranty made or deemed to be made to the GSEs
    by or on behalf of the Issuer in this Agreement or in any
    Related Document or in any certificate or statement delivered
    hereunder or thereunder shall be incorrect or untrue in any
    material respect when made or deemed to have been made; or



 



    Section 8.4. Certain Covenants.  The
    Issuer shall fail to observe or perform any covenant or
    agreement of the Issuer set forth in Sections 7.1 to the
    extent it relates to the payment of obligations, 7.2(b) and (c),
    7.5, 7.6, 7.7, 7.8, 7.11, 7.12, 7.14, 7.15, 7.17, 7.20, 7.21,
    7.24, and 7.25(a), (f), (g) and (j) hereof; or



 



    Section 8.5. Other Covenants.  The Issuer
    shall default in the due performance or observance of any other
    term, covenant or agreement contained (or incorporated by
    reference) or there is any Default in this Agreement (other than
    those referred to in Sections 8.1, 8.2, 8.3, and 8.4
    hereof) and such Event of Default or Default shall remain
    unremedied for a period of thirty (30) days after the GSEs
    shall have given written notice thereof to the Issuer; or



 



    Section 8.6. Insolvency.  (a) The
    Issuer shall commence any case, proceeding or other action
    (i) under any existing or future law of any jurisdiction,
    domestic or foreign, relating to bankruptcy, insolvency,
    reorganization or relief of debtors, seeking to have an order
    for relief entered with respect to it, or seeking to adjudicate
    it a bankrupt or insolvent, or seeking reorganization,
    arrangement, adjustment, winding-up, liquidation, dissolution,
    composition or other relief with respect to it or its Debts, or
    (ii) seeking appointment of a receiver, trustee, custodian
    or other similar official for it or for all or any substantial
    part of its assets, or the Issuer shall make a general
    assignment for the benefit of its creditors; or (b) there
    shall be commenced against the Issuer any case, proceeding or
    other action of a nature referred to in clause (a) above
    which (i) results in an order for such relief or in the
    appointment of a





    

    32








 







    receiver or similar official or (ii) remains undismissed,
    undischarged or unbonded for a period of sixty (60) days;
    or (c) there shall be commenced against the Issuer, any
    case, proceeding or other action seeking issuance of a warrant
    of attachment, execution, rehabilitation, distraint or similar
    process against all or any substantial part of its assets
    (including the Security), which results in the entry of an order
    for any such relief which shall not have been vacated,
    discharged, or stayed or bonded pending appeal within sixty
    (60) days from the entry thereof; or (d) the Issuer
    shall take any action in furtherance of, or indicating its
    consent to, approval of, or acquiescence in, any of the acts set
    forth in clause (a), (b) or (c) above; or (e) the
    Issuer shall generally not, or shall be unable to, and so admit
    in writing its inability to, pay its Debts; or (f) a
    moratorium, restructuring, adjustment or comparable
    extraordinary restriction shall have been declared (whether or
    not in writing) with respect to the Bonds or Parity Debt of the
    Issuer by the Issuer or the State (including, without
    limitation, any of the executive, legislative or judicial
    branches of government thereof) or any federal government agency
    or authority having jurisdiction over the Issuer; or



 



    Section 8.7. Invalidity.  (a) Any
    provision of the Act, this Agreement, the Indenture, the Bonds
    or any Parity Debt relating to the payment of the principal of
    or interest on the Bonds (including any Bank Bonds) or any
    Parity Debt or the Security therefor shall at any time and for
    any reason cease to be valid and binding on the Issuer as a
    result of (i) finding or ruling, (ii) enactment or
    adoption of legislation, (iii) issuance of an executive
    order or (iv) entry of a judgment or decree, in each
    instance, by a Governmental Agency having appropriate
    jurisdiction over the Issuer that such a provision is null and
    void, invalid or unenforceable; or (b) the Issuer shall
    have taken or permitted to be taken any official action which
    would adversely affect the enforceability of this Agreement, the
    Bonds, the Act, the Indenture or any Parity Debt relating to the
    payment of the principal or interest on the Bonds (including any
    Bank Bonds) or any Parity Debt or the Security therefor or
    results in a repudiation of its obligation to pay the Bonds
    (including any Bank Bonds); or (c) the Issuer
    (i) challenges the validity or enforceability of any
    provision of this Agreement, the Bonds, the Act, the Indenture
    or any Parity Debt relating to or otherwise affecting
    (A) the obligation to pay the principal of or interest on
    the Bonds, the Bank Bonds or any Parity Debt or (B) the
    Security available for repayment of the principal of or interest
    on the Bonds, the Bank Bonds or any Parity Debt or
    (ii) seeks an adjudication that any provision of this
    Agreement, the Act, the Indenture, the Bonds or any Parity Debt
    relating to or otherwise affecting (A) the Issuer’s
    obligation to pay the principal of or interest on the Bonds, the
    Bank Bonds or any Parity Debt or (B) the Security available
    for repayment of the principal of or interest on the Bonds, the
    Bank Bonds or any Parity Debt is not valid and binding on the
    Issuer; or



 



    Section 8.8. Ratings Withdrawal or
    Suspension.  Each of Moody’s, Fitch and
    S&P shall have (a) withdrawn their long-term ratings
    of the Bonds or any unenhanced Parity Debt for any credit
    related reasons; or (b) suspended their long-term ratings
    of the Bonds or any unenhanced Parity Debt for any credit
    related reasons; or



 



    Section 8.9. Default on Other
    Obligations.  The Issuer shall fail to pay when
    due and payable (whether by scheduled maturity, required
    prepayment, acceleration, demand or otherwise) any Parity Debt,
    or any interest or premium thereon, and such failure shall
    continue beyond any applicable period of grace specified in any
    underlying resolution, indenture, contract or instrument
    providing for the creation of or concerning such Parity Debt, or
    pursuant to the provisions of any such resolution, indenture,
    contract or instrument, the maturity of any Parity Debt shall
    have been or, as a result of a payment default of any nature,
    may be accelerated or shall have been, or, as a result of a
    payment default of any nature, may be required to be prepaid
    prior to the stated maturity thereof; or



 



    Section 8.10. Judgment.  A final
    non-appealable judgment or order for the payment of money that
    exceeds $5,000,000 in aggregate shall have been rendered against
    the Issuer and shall be payable from or attach to the Revenues
    or other monies pledged to the payment of the Bonds under the
    Indenture,





    

    33








 







    and such judgment or order shall not have been satisfied within
    a period of 30 days from the date on which such judgment
    was rendered; or



 



    Section 8.11. Maintenance of Tax-Exempt Status of the
    Bonds.  Solely with respect to those Series of
    Bonds that bear interest that is intended to be tax exempt, the
    issuance of a Proposed Determination by the Internal Revenue
    Service which, if not terminated, revoked or omitted, would
    adversely affect the exclusion from gross income of such
    interest on those Bonds for purposes of the exemption of such
    interest from Federal income taxes; or



 



    Section 8.12. Event of Default Under Related
    Documents.  An event of default shall occur and be
    continuing under any Related Documents.



 



    Section 8.13. Remedies.



 



    (a) Upon the occurrence of any Event of Default, the GSEs
    may, in a written notice executed by both GSEs, declare all
    accrued and unpaid amounts payable to them hereunder to be
    immediately due and payable (other than payments of principal of
    and interest on Bank Bonds, acceleration rights with respect to
    which are governed by the Indenture), and the GSEs shall have
    all remedies provided at law or in equity, including, without
    limitation, specific performance; provided, however, the
    GSEs agree to fund Advances under the Credit and Liquidity
    Facility notwithstanding the occurrence of an Event of Default.



 



    (b) Upon the occurrence of any Event of Default, the GSEs
    may, in a written notice executed by both GSEs, give notice to
    the Tender Agent and Trustee of their election to require the
    Tender Agent/Trustee to cause a Mandatory Tender of all of Bonds
    of each applicable Series.



 



    (c) The remedies provided in (a) and (b) above
    are not exclusive, and the GSEs hereby reserve the right and
    shall have the right to pursue any other available remedies,
    whether provided by law, equity, in any Related Document or this
    Agreement.



 




    ARTICLE IX



 




    OBLIGATIONS
    ABSOLUTE



 



    Section 9.1. Obligations Absolute.  The
    obligations of the Issuer under this Agreement shall be
    absolute, unconditional and irrevocable and shall be paid or
    performed strictly in accordance with the terms of this
    Agreement, under all circumstances whatsoever, including,
    without limitation, the following circumstances:



 



    (a) to the extent permitted by applicable law, any lack of
    validity or enforceability of this Agreement or any Related
    Document or any other agreement or instrument delivered in
    connection herewith or therewith;



 



    (b) any amendment or waiver of or any consent to departure
    from, the terms of any of the Related Documents;



 



    (c) the existence of any claim, set-off, defense or other
    right which the Issuer may have at any time against the Tender
    Agent, the Trustee, the Remarketing Agent, the GSEs or any other
    Person, whether in connection with this Agreement, the Related
    Documents or any unrelated transaction; provided, however, that
    nothing herein contained shall prevent the assertion of such
    claim by separate suit;





    

    34








 







    (d) any statement or any other document presented other
    than by the GSEs under this Agreement or any of the Related
    Documents proving to be forged, fraudulent, invalid or
    insufficient in any respect or any statement therein being
    untrue or inaccurate in any respect whatsoever; or



 



    (e) any other circumstances or happening whatsoever,
    whether or not similar to any of the foregoing.



 




    ARTICLE X



 




    MISCELLANEOUS



 



    Section 10.1. Amendments; Liability of the GSEs.



 



    (a) No amendment or waiver of any provision of this
    Agreement, nor consent to any departure by the Issuer therefrom,
    shall in any event be effective unless the same shall be in
    writing and signed by each of the GSEs, and then such waiver or
    consent shall be effective only in the specific instance and for
    the specific purpose for which given.



 



    (b) With respect to each GSE, to the extent permitted by
    law, the Issuer assumes all risks of the acts or omissions of
    the Tender Agent, the Trustee, the Remarketing Agent and any of
    their agents in respect of their use of this Agreement or the
    Credit and Liquidity Facility or any amounts made available by a
    GSE under the Credit and Liquidity Facility. Neither of the GSEs
    nor any of its officers or directors shall be liable or
    responsible for: (i) the use which may be made of this
    Agreement or any amounts made available by the GSEs under the
    Credit and Liquidity Facility or for any acts or omissions of
    the Trustee, the Tender Agent or the Remarketing Agent or their
    agents in connection therewith; (ii) the validity,
    sufficiency or genuineness of documents, or of any
    endorsement(s) thereon, even if such documents should in fact
    prove to be in any or all respects invalid, insufficient,
    fraudulent or forged; or (iii) any other circumstances
    whatsoever in making or failing to make payment under the Credit
    and Liquidity Facility, except only that the Issuer shall have a
    claim against a GSE, and such GSE shall be liable to the Issuer
    to the extent, but only to the extent, of any direct, as opposed
    to consequential, damages suffered by the Issuer which the
    Issuer proves (as evidenced by a final decision by a court of
    competent jurisdiction) were caused by such GSE’s gross
    negligence or willful failure to make payment under the Credit
    and Liquidity Facility strictly in accordance with the terms
    thereof. In furtherance and not in limitation of the foregoing,
    each GSE may accept documents that appear on their face to be in
    order, without responsibility for further investigation,
    regardless of any notice or information to the contrary.



 



    (c) The Issuer assumes all risks associated with the
    acceptance by each GSE of documents received by
    telecommunication, it being agreed that the use of
    telecommunication devices is for the benefit of the Issuer and
    that each GSE assume no liabilities or risks with respect
    thereto.



 



    Section 10.2. Costs and Expenses.



 



    (a) To the extent permitted by law, the Issuer agrees to
    reimburse each of the GSEs in respect of all reasonable
    out-of-pocket
    costs, charges and expenses (including reasonable
    attorneys’ fees) arising in connection with the
    preparation, execution, delivery, administration and enforcement
    of, preservation of rights in connection with a workout,
    restructuring or default





    

    35








 







    under an amendment or waiver with respect to, this Agreement,
    the Bonds, the Credit and Liquidity Facility and the other
    Related Documents.



 



    (b) To the extent permitted by law, the Issuer agrees to
    indemnify and hold harmless each GSE, its officers, directors,
    employees and agents (each an “Indemnified Party”)
    from and against any and all claims, damages, losses,
    liabilities, reasonable costs or expenses whatsoever which an
    Indemnified Party may incur (or which may be claimed against an
    Indemnified Party by any Person) by reason of or in connection
    with the execution and delivery of and consummation of the
    transactions contemplated under this Agreement and the Related
    Document, including, without limitation, (i) the offering,
    sale, remarketing or resale of Bonds (including, without
    limitation, by reason of any untrue statement or alleged untrue
    statement contained or incorporated by reference in any
    preliminary official statement or official statement, or in any
    supplement or amendment thereof, prepared with respect to the
    Bonds, or the omission or alleged omission to state therein a
    material fact necessary to make such statements, in the light of
    the circumstances under which they are or were made, not
    misleading or the failure to deliver a preliminary official
    statement or an official statement to any offeree or purchaser
    of Bonds) and (ii) the execution and delivery of, or
    payment or failure to pay by any Person (other than a GSE as and
    when required by the terms and provisions hereof) under, this
    Agreement; provided, however, that the Issuer shall not
    be required to indemnify a GSE for any claims, damages, losses,
    liabilities, costs or expenses to the extent, but only to the
    extent, caused by (a) the willful misconduct or gross
    negligence of such GSE (including without limitation, failure of
    a GSE to honor its obligations to advance funds upon the
    satisfaction of the applicable conditions precedent set forth in
    the Credit and Liquidity Facility and in accordance with the
    terms of the Credit and Liquidity Facility ) or (b) the
    material inaccuracy of any information included or incorporated
    by reference in any official statement referred to in
    Section 6.8 hereof concerning a GSE which was furnished in
    writing by a GSE expressly for inclusion or incorporated by
    reference therein. Nothing in this Section 10.2 is intended
    to limit the obligations of the Issuer under the Bonds or of the
    Issuer to pay its obligations hereunder and under the Related
    Documents.



 



    (c) The provisions of this Section 10.2 and
    Sections 3.8 and 3.9 hereof shall survive the termination
    of this Agreement and the payment in full of the Bonds and the
    obligations of the Issuer hereunder. Each GSE shall notify the
    Issuer of any amounts which are owed to such party pursuant to
    this Section 10.2.



 



    Section 10.3. Notices.  Unless otherwise
    specified herein, all notices, requests, demands or other
    communications to or upon the respective parties hereto or
    referred to herein shall be deemed to have been given
    (i) in the case of notice by letter, when delivered by hand
    or four (4) days after the same is deposited in the mails,
    first class postage prepaid, and (ii) in the case of notice
    by telecopier or
    e-mail, when
    sent, receipt confirmed, addressed to them as follows or at such
    other address as any of the parties hereto may designate by
    written notice to the other parties hereto and the Remarketing
    Agent:



 


	 	 	 	 	 
	

    Issuer:


	
 
	
    [HOUSING FINANCE AGENCY]

    Attention:  Executive Director

    [ADDRESS]

	
 
	
 
	
 

	
    Freddie Mac, with a copy to U.S. Department of the Treasury,
    Treasury’s Agent and the Custodian at the below addresses:
	
 
	
    Federal Home Loan Mortgage Corporation

    Attention:  Brian Cosker/Thomas Fuqua

    1551 Park Run Drive

    MS D5N

    McLean, VA 22102





    

    36








 







	 	 	 	 	 
	
 
	
 
	
    with a copy to:

	
 
	
 
	
 

	
 
	
 
	
    hfa_credit&liquidity_notices@freddiemac.com

	
 
	
 
	
 

	

    Fannie Mae, with a copy to U.S. Department of the Treasury,
    Treasury’s Agent and the Custodian at the below addresses:


	
 
	
    Fannie Mae

    Attention:  Carl W. Riedy, Jr.

    Vice President for Public Entities Channel Housing and Community
    Development

    3900 Wisconsin Avenue, NW

    Washington, D.C. 20016

	
 
	
 
	
 

	
 
	
 
	
    and

	
 
	
 
	
 

	
 
	
 
	
    Attention:  Douglas G. Higgs

    Director, Operations

    E-mail:  douglas_g_higss@fanniemae.com

    

	
 
	
 
	
 

	
 
	
 
	
    with a copy to:

	
 
	
 
	
 

	
 
	
 
	
    hfa_credit&liquidity_notices@fanniemae.com

	
 
	
 
	
 

	

    Trustee and Tender Agent:


	
 
	
    [TRUSTEE]

    [ADDRESS]

    Attention:  Corporate Trust Services

    Telephone:

    Telecopy:


	
 
	
 
	
 

	

    Remarketing Agent:


	
 
	
    [REMARKETING AGENT]

    [ADDRESS]

    Attention:  Short Term Finance Manager

    Telephone:

    Telecopy:

	
 
	
 
	
 

	

    Treasury:


	
 
	
    U.S. Department of the Treasury

    1500 Pennsylvania Avenue, N.W.

    Washington, D.C. 20220

    Attention: Fiscal Assistant Secretary

	
 
	
 
	
 
	
 
	
    re: Housing Finance Agencies Initiative

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    and

	
 
	
 
	
 

	
 
	
 
	

    Attention: Assistant General Counsel



	
 
	
 
	
 
	
 
	
    (Banking and Finance)

    re:  Housing Finance Agencies Initiative

	
 
	
 
	
 

	

    Treasury’s Agent:


	
 
	
    Attention:  Lillian G. White

    JPMorgan Chase Bank, N.A.

    1 Chase Manhattan Plaza, Floor 19

    New York, New York





    

    37








 







	 	 	 	 	 
	
 
	
 
	
    Telephone: (212)
    552-2392

    Telecopy: (212)
    552-0551

    E-Mail: Lillian.G.White@jpmorgan.com]

	
 
	
 
	
 

	

    Administrator/Custodian:


	
 
	
    U.S. Bank National Association

    EP-MN-WS3T

    60 Livingston Avenue

    St. Paul, MN 55107

    Attention:  TFM/HFA Initiative

    E-mail:  usbhfa@usbank.com









 



    Section 10.4. Successors and
    Assigns.  This Agreement shall be binding upon and
    inure to the benefit of the Issuer, the Trustee, the Tender
    Agent and each GSE, and their respective successors, endorsees
    and assigns, except that, as long as this Agreement is in effect
    and each GSE is not in default hereunder, the Issuer may not
    assign or transfer its rights or obligations hereunder without
    the prior written consent of the GSEs. Each GSE may grant a
    participation to any financial institution or governmental
    entity in all or any part of, or any interest (undivided or
    divided) in, such GSE’s rights and benefits under this
    Agreement, any Bonds owned by it and the other Related
    Documents, and to the extent of that participation such
    Participant shall, except as set forth in the following clause
    (ii), have the same rights and benefits against the Issuer
    hereunder as it would have had if such Participant were a direct
    party hereto; provided that (i) no such
    participation shall affect the obligations of a GSE to make
    advances as required by the Credit and Liquidity Facility;
    (ii) the Issuer shall be required to deal only with each
    GSE with respect to any matters under this Agreement and no such
    Participant shall be entitled to enforce directly against the
    Issuer any provision hereunder; (iii) no Participant shall
    be entitled to recover amounts hereunder in excess of any
    amounts to which a GSE is entitled to recover hereunder; and
    (iv) such Participant shall not be any Person registered as
    an investment company under the Investment Company Act of 1940,
    as amended, substantially all of the assets of which are
    invested in obligations exempt from federal income taxation
    under Section 103 of the Code or any similar or successor
    provision.



 



    The obligations of a GSE under the Credit and Liquidity Facility
    or any part thereof may be assigned by a GSE to any financial
    institution only with the prior written consent of the Issuer
    and the prior written confirmation of the existing ratings by
    each Rating Agency then rating the Bonds.



 



    Section 10.5. Governing Law; Waiver of Jury Trial;
    Venue.



 



    (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
    ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
    TO THE RULES OF CONFLICTS OF LAWS.



 



    (b) TO THE FULLEST EXTENT PERMITTED BY LAW, THE ISSUER, THE
    TRUSTEE, THE TENDER AGENT, FREDDIE MAC AND FANNIE MAE WAIVE
    THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE
    OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
    AGREEMENT, ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH,
    OR THE TRANSACTIONS CONTEMPLATED HEREBY OR IN ANY ACTION,
    PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
    PARTIES AGAINST ANY OTHER PARTY OR ANY GSE-RELATED PERSON,
    PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
    CLAIMS, TORT CLAIMS, OR OTHERWISE. THE ISSUER, THE TRUSTEE, THE
    TENDER AGENT, AND THE GSEs AGREE THAT





    

    38








 







    ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT
    TRIAL WITHOUT JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES
    FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
    WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
    COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
    PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS
    AGREEMENT OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH
    OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO
    ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
    MODIFICATIONS TO THIS AGREEMENT AND ANY OTHER DOCUMENTS
    DELIVERED IN CONNECTION THEREWITH. TO THE FULL EXTENT PERMITTED
    BY LAW, EACH OF THE ISSUER, THE TRUSTEE, THE TENDER AGENT, AND
    THE GSEs HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
    ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
    RELATED DOCUMENTS.



 



    (c) THE ISSUER, THE TRUSTEE, THE TENDER AGENT, FREDDIE MAC
    AND FANNIE MAE HEREBY AGREE THAT ANY LITIGATION INVOLVING
    ENFORCEMENT OF THE PROVISIONS HEREOF SHALL BE BROUGHT IN THE
    UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
    YORK AND EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW,
    CONSENTS TO THE JURISDICTION OF SUCH COURT.



 



    Section 10.6. No Waivers, Amendments,
    Etc.  No provision of this Agreement shall be
    waived, amended or supplemented except by a written instrument
    executed by the parties hereto.



 



    Section 10.7. Counterparts.  This
    Agreement may be executed in several counterparts, each of which
    shall be an original and all of which shall constitute but one
    and the same instrument.



 



    Section 10.8. Source of Funds.  The GSEs
    agree that all funds provided by either under the Credit and
    Liquidity Facility will be paid from funds of the GSEs and not
    directly or indirectly from funds or collateral on deposit with
    or for the account of, or pledged with or for the account of,
    the GSEs by the Issuer.



 



    Section 10.9. Term of the Agreement.



 



    (a) Term.  The term of this
    Agreement shall be until the later of (x) the termination
    or expiration of the Credit and Liquidity Facility and
    (y) the payment in full of the principal of and interest on
    all Bank Bonds and all other amounts due hereunder.



 



    (b) No Extension.  No extension of
    the term of the Credit and Liquidity Facility will be offered by
    the GSEs.



 



    Section 10.10. Headings.  Section headings
    in this Agreement (the texts of which are set forth in the Table
    of Contents hereof) are included herein for convenience of
    reference only and shall not have any effect for purposes of
    interpretation or construction of the terms of this Agreement.



 



    Section 10.11. Complete and Controlling
    Agreement.  This Agreement and the other Related
    Documents completely set forth the agreements between the GSEs
    and the Issuer and completely supersede all prior agreements,
    both written and oral, between GSEs and the Issuer relating to
    the matters set forth herein and in the Related Documents.





    

    39








 







    Section 10.12. Losses Relating to Telephonic
    Notices.  The Issuer hereby agrees to compensate
    the GSEs for the loss of use of funds in the event the GSEs
    disburse funds under the Credit and Liquidity Facility
    (a) in any attempt to make purchases of Bonds based upon
    telephonic requests made by any Person or Persons which the GSEs
    in good faith believes to be the Tender Agent or its designees
    (but the foregoing shall not imply any standard of care against
    the GSEs with respect to requests made in any other manner,
    except as otherwise expressly agreed herein), and (b) in
    any amount in excess of that actually required to purchase Bonds
    due to the Tender Agent incorrectly stating such amount in its
    Purchase Notice (to the extent such loss of use of funds is not
    covered by Section 3.3(b) hereof). A certificate of the
    GSEs as to the amount of any such loss shall be conclusive,
    absent manifest error. The Issuer shall be entitled to payment
    and reimbursement by the Tender Agent for the amount of such
    loss that resulted from the negligence or misconduct of the
    Tender Agent.



 



    Section 10.13. Severability.  If any
    provision of this Agreement shall be held or deemed to be or
    shall in fact be illegal, inoperative or unenforceable, the same
    shall not affect any other provision or provisions herein
    contained or render the same invalid, inoperative or
    unenforceable to any extent whatever.



 



    Section 10.14. Notices to, and Independent Rights of,
    the GSEs.  Each GSE is entitled to each notice
    required to be given hereunder and notice to one GSE shall not
    constitute notice to the other GSE nor shall it satisfy a
    requirement that the GSEs be provided notice of an event. Each
    GSE shall be entitled to exercise its rights hereunder
    independently and no consent, approval or waiver which is
    required of the GSEs hereunder shall be effective unless
    provided by each GSE separately.



 




    [signature
    pages immediately follow]





    

    40








 







    IN WITNESS WHEREOF, the parties hereto have caused this
    Reimbursement Agreement to be duly executed and delivered by
    their authorized representatives as of the Effective Date.



 



    [HOUSING FINANCE AGENCY]



 



                             



			
	 	    By: 
	
        


    






    Name:

    Title:  Executive Director





    

    S-1








 







    [TRUSTEE], acting hereunder not in its individual
    capacity but solely as Trustee and Tender Agent



 


			
	 	    By: 
	
        


    






    Name:

    Title:  Vice President





    

    S-2








 







    FEDERAL HOME LOAN MORTGAGE CORPORATION



 


			
	 	    By: 
	
        


    






    Name:

    Title:





    

    S-3








 







    FANNIE MAE



 


			
	 	    By: 
	
        


    






    Name:

    Title:





    

    S-4








 








    EXHIBIT
    A



 




    CERTIFICATE
    FOR ISSUER REIMBURSEMENT OF ADVANCE(S) AND/OR

    PAYMENT OF INTEREST ON BANK BONDS



 


	 	 	 
	
    Fannie Mae (“Fannie Mae”)

    3900 Wisconsin Avenue

    Washington, D.C. 20016

    Attention: Carl W. Riedy, Jr./Douglas G. Higgs
	
 
	
    JPMorgan Chase Bank, N.A. (the “Treasury’s
    Agent”)

    1 Chase Manhattan Plaza, Floor 19

    New York, New York 10005

    Attention: Lillian G. White

	

     


	
 
	
 

	
    Federal Home Loan Mortgage Corporation

    (“Freddie Mac”)

    1551 Park Run Drive

    MS D5N

    McLean, VA 22102

    Attention: Brian Cosker/Thomas Fuqua
	
 
	
    U.S. Bank National Association (the
    “Administrator”)

    EP-MN-WS3T

    60 Livingston Avenue

    St. Paul, MN 55107

    Attention: TFM/HFA Initiative

	

     


	
 
	
 

	

     


	
 
	
 

	
    [BOND TRUSTEE] (the “Trustee”)

    [ADDRESS]

    [ADDRESS]

    Attention:
	
 
	
 









 


			
	 	    Re: 
	
    Standby Irrevocable Temporary Credit and Liquidity Facility (the
    “Credit and Liquidity Facility”) and Reimbursement
    Agreement (the “Reimbursement Agreement”, together
    with the Credit and Liquidity Facility, the “TCLF
    Documents”) relating to the Series of Bonds identified
    below (“Series of Bonds” or “Bond
    Series”)

    [LIMIT OF ONE BOND SERIES PER CERTIFICATE]




 



    Date of Certificate:

    Issuer:

    Bond Series: [ENTER TITLE OF BONDS, INCLUDING SERIES
    DESIGNATION]

    Fannie Mae Loan No.:

    Freddie Mac Loan No.:

    Bond Series CUSIP No.:

    Bond Series Bank Bond CUSIP No.:
    



 



    The undersigned, a duly authorized signatory of the [HOUSING
    FINANCE AGENCY] (the “Issuer”) hereby certifies to
    Fannie Mae and Freddie Mac (together, the “GSEs”), to
    [BOND TRUSTEE] (the “Trustee”) and to U.S. Bank
    National Association, as Administrator under that Administrative
    Agreement dated as of December 9, 2009 among the GSEs and
    the Administrator (the “Administrator”), with
    reference to the TCLF Documents, as follows:



 



    On the date set forth above, the undersigned [is making] [hereby
    directs the Trustee to make] the following reimbursement or
    payment to the Administrator pursuant to the TCLF Documents:














 







    (1). Total Amount of Reimbursement of Advance(s)
    and/or
    Payment of Interest on Bank Bonds. The undersigned [is
    transferring] [hereby directs the Trustee to transfer] the
    amount of
    $          
    to the Administrator pursuant to the TCLF Documents.



 



    (2). Breakdown of Reimbursement of Advance(s)
    and/or
    Payment of Interest on Bank Bonds. Of the total amount set
    forth in Paragraph 1:



 



    (a) $          
    is for payment of interest on Bank Bonds. [Issuer: If the
    total amount listed in Paragraph 1 is for payment of
    interest on Bank Bonds, then you should skip Paragraph 3
    below and move to Paragraph 4]



 



    [AND/OR]



 



    (b) $          
    is for reimbursement of one or more Advance(s). [Issuer: if
    the amount listed in this Paragraph 2(b) is for
    reimbursement of a Liquidity Advance, this amount should include
    only the purchase price of Bank Bonds purchased pursuant to a
    Liquidity Advance and should not include interest that has
    accrued on Bank Bonds from the date of such Liquidity Advance,
    which amount should be listed under
    Paragraph 2(a)
    above). [Issuer: If any amount is listed under this
    Paragraph 2(b),
    then you should fill out Paragraph 3 below]



 



    (3). [This Paragraph 3 To be completed only if the
    Issuer has listed an amount under Paragraph 2(b) above]:



 



    Type of Advance(s) Reimbursed.  The amount
    transferred pursuant to Paragraph 1 is for reimbursement of
    the following type(s) of Advances pursuant to the TCLF Documents:



 



    (Issuer: check applicable box or boxes and fill in allocations)



 


			
	 	    o  
	
    Debt Service Advance. (If checked, check appropriate box
    below)




 


			
	 	    o 
	
    The total amount set forth in Paragraph 1 is for
    reimbursement of a Debt Service
    Advance.    OR

	 
	 	    o 
	
    $          
    out of the total amount set forth in Paragraph 1 is for
    reimbursement of a Debt Service Advance.




 


			
	 	    o  
	
    Liquidity Advance. (If checked, check appropriate box
    below)




 


			
	 	    o 
	
    The total amount set forth in Paragraph 1 is for
    reimbursement of a Liquidity
    Advance.    OR

	 
	 	    o 
	
    $          
    out of the total amount set forth in Paragraph 1 is for
    reimbursement of a Liquidity Advance.




 


			
	 	    o  
	
    Mandatory Tender Advance. (If checked, check appropriate
    box below)




 


			
	 	    o 
	
    The total amount set forth in Paragraph 1 is for
    reimbursement of a Mandatory Tender
    Advance.    OR















 






			
	 	    o 
	
    $          
    out of the total amount set forth in Paragraph 1 is for
    reimbursement of a Mandatory Tender Advance.




 



    (4). Administrator Wiring Instructions. On the date
    hereof, the undersigned [is transferring][hereby directs the
    Trustee to transfer] in immediately available funds the amounts
    described in Paragraphs 1, 2 and 3 above to the account of
    the Administrator set forth below:



 



    Administrator Wiring
    Instructions:



 



    Financial
    Institution:  [TO
    BE PROVIDED BY Administrator]
    




    Account
    Holder:  [TO
    BE PROVIDED BY Administrator]
    




    ABA Routing
    Number:  [TO
    BE PROVIDED BY Administrator]
    




    Account
    Number:  [TO
    BE PROVIDED BY Administrator]
    



 



    Any capitalized, but undefined, term used in this Certificate is
    used as defined in the TCLF Documents.



 



    The Issuer hereby certifies that it is simultaneously providing
    a copy of this Certificate to the Treasury’s Agent and the
    Trustee.



 



    IN WITNESS WHEREOF, the [HOUSING FINANCE AGENCY] has executed
    and delivered this Certificate as of the    day
    of
              ,
         .



 



    [HOUSING FINANCE AGENCY]



 


			
	 	    By: 
	
        


    






    Authorized Signatory














 








    EXHIBIT
    B




    CERTIFICATE FOR ISSUER PAYMENT OF FACILITY FEE AND OTHER
    FEES



 


	 	 	 
	
    Fannie Mae (“Fannie Mae”)

    3900 Wisconsin Avenue

    Washington, D.C. 20016

    Attention: Carl W. Riedy, Jr./Douglas G. Higgs
	
 
	
    JPMorgan Chase Bank, N.A. (the “Treasury’s

      Agent”

    1 Chase Manhattan Plaza, Floor 19

    New York, New York 10005

    Attention: Lillian G. White

	
     
	
 
	
 

	
    Federal Home Loan Mortgage Corporation

      (“Freddie Mac”)

    1551 Park Run Drive

    MS D5N

    McLean, VA 22102

    Attention: Brian Cosker/Thomas Fuqua
	
 
	
    U.S. Bank National Association (the

      “Administrator”)

    EP-MN-WS3T

    60 Livingston Avenue

    St. Paul, MN 55107

    Attention: TFM/HFA Initiative









 


 



    [BOND TRUSTEE] (the “Trustee”)

    [ADDRESS]

    [ADDRESS]

    Attention:



 


			
	 	    Re:  
	
    Standby Irrevocable Temporary Credit and Liquidity Facility (the
    “Credit and Liquidity Facility”) and Reimbursement
    Agreement (the “Reimbursement Agreement”, together
    with the Credit and Liquidity Facility, the “TCLF
    Documents”) relating to the Series of Bonds identified on
    the attached Schedule 1 (each, a “Series of
    Bonds” or “Bond Series”)




 



    [Issuer: Attach the current version of Schedule 1 to the
    Reimbursement agreement]



 



    Date of Certificate:

    Issuer:



 



    The undersigned, a duly authorized signatory of the [HOUSING
    FINANCE AGENCY] (the “Issuer”) hereby certifies to
    Fannie Mae and Freddie Mac (together, the “GSEs”), to
    [BOND TRUSTEE] (the “Trustee”) and to U.S. Bank
    National Association, as Administrator under that Administrative
    Agreement dated as of December 9, 2009 among the GSEs and
    the Administrator (the “Administrator”), with
    reference to the TCLF Documents, as follows:



 



    On the date set forth above, the undersigned [is making] [hereby
    directs the Trustee to make] the following payment to the
    Administrator pursuant to the TCLF Documents:



 



    (1). Total Amount of Payment. The undersigned [is
    transferring] [hereby directs the Trustee to transfer] the
    amount of
    $          
    to the Administrator pursuant to the TCLF Documents.














 







    (2). (a) Payment of Facility Fee. The amount
    transferred pursuant to Paragraph 1 is for payment of the
    Facility Fee under the Reimbursement Agreement. [OR]



 



    (b) Payment of Other Fees. The amount transferred
    pursuant to Paragraph 1 is for payment of the fee(s) due
    pursuant to
    Section [     ] of the
    Reimbursement Agreement.



 



    (3). Administrator Wiring Instructions. On the date
    hereof, the undersigned [is transferring][hereby directs the
    Trustee to transfer] in immediately available funds the amounts
    described in Paragraphs 1 and 2 above to the account of the
    Administrator set forth below:



 



    Administrator Wiring
    Instructions:



 



    Financial
    Institution:  [TO
    BE PROVIDED BY Administrator]
    




    Account Holder: [TO BE
    PROVIDED BY Administrator]
    




    ABA Routing
    Number:  [TO
    BE PROVIDED BY Administrator]
    




    Account Number: [TO BE
    PROVIDED BY Administrator]
    



 



    (4). Schedule 1. The Issuer hereby certifies
    that the “Schedule 1” attached hereto is the
    Schedule 1 to the Reimbursement Agreement, as such schedule
    has been amended or modified pursuant to the terms of the
    Reimbursement Agreement.



 



    Any capitalized, but undefined, term used in this Certificate is
    used as defined in the TCLF Documents.



 



    The Issuer hereby certifies that it is simultaneously providing
    a copy of this Certificate to the Treasury’s Agent and the
    Trustee.



 



    IN WITNESS WHEREOF, the [HOUSING FINANCE AGENCY] has executed
    and delivered this Certificate as of the    day
    of
              ,
         .



 



    [HOUSING FINANCE AGENCY]



 


			
	 	    By: 
	
        


    






    Authorized Signatory



 




    [Issuer:
    Attach the current version of Schedule 1 to the
    Reimbursement

    agreement]














 








    SCHEDULE
    1



 




    To
    Reimbursement Agreement dated as of [DATE], among [ISSUER],
    [TRUSTEE], Fannie Mae

    and Freddie Mac, concerning the [NAME OF BONDS] and the
    specified Series of Bonds identified

    below.



 




    [Each
    column corresponds to a Series of Bonds.]



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Bond
    Series Designation:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Rating Agency/ Issuer
    Bond

    Rating on Bond Series:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    CUSIP:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Bank Bond
    CUSIP:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Fannie Mae Loan
    No.:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Freddie Mac Loan
    No.:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Outstanding Principal
    Amount:


	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Remarketing
    Agent:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Maximum Interest
    Rate:


	
 
	
 
	
 
	

	
    %
	
 
	
 
	
 
	

	
    %
	
 
	
 
	
 
	

	
    %
	
 
	
 
	
 
	

	
    %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Bond Interest Payment
    Dates:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Series Maturity
    Date:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    CLF Effective Date for
    Series:1



	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    CLF Expiration Date
    for
    Series:2



	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Principal Portion of
    CLF:


	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 

	

    Fannie mae:


	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 

	

    Freddie mac:


	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Interest Portion of
    CLF:


	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 

	

    Fannie mae:


	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 

	

    Freddie mac:


	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Available Amount of
    CLF:


	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 
	
 
	
 
	
    $
	
 
	
 

	

    Fannie mae:


	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 

	

    Freddie mac:


	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 
	
 
	
 
	
         $
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 









 





 


 



    1 This

    date must be on or before January 29, 2010.



 



    2 This

    date must be no later than the first to occur of (a) the
    third anniversary of the Effective Date or
    (b) December 31, 2012.














 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Days of Required
    Interest

    Coverage:


	
 
	
 
	
 
	
    Days
	
 
	
 
	
 
	
 
	
    Days
	
 
	
 
	
 
	
 
	
    Days
	
 
	
 
	
 
	
 
	
    Days
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Identify any Existing
    Credit

    Enhancement for Series:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    day count basis for
    series:


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 









 



    Applicable to all Series of Bonds covered by the Credit and
    Liquidity Facility (“CLF”):



 



    1. Bond Interest Calculation Convention (i.e., 30/360):
                                                      



 



    2. Type of Loan Collateral (i.e., single-family,
    multifamily, mixed):
                                                      



 



    3. If single-family, is it whole loan, MBS or mixed?:
                                                      



 



    4. Facility Fee Rate per annum:



 



    First Year:
                                                      



 



    Second Year:
                                                      



 



    Third Year:
                                                      



 



    5. Facility Fee Payment Due Dates:
                                                      



 



    6. Aggregate Amounts for all Bond Series:



 



    Available Amount:
    $                                                  



 



    Principal Portion:
    $                                                  



 



    Interest Portion:
    $                                                  














 








    SCHEDULE
    2



 




    HEDGES,
    COUNTERPARTIES, COUNTERPARTY RATINGS, TERMINATION
    EVENTS,




    COLLATERALIZATION REQUIREMENTS



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
    Outstanding

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
    Swap

	
 
	
 
	
 
	
    Counterparty Ratings

	
 
	
    Termination

	
 
	
    Collateral


	
    Bond Series

    
	
 
	
 
	
    Hedge

    
	
 
	
    Notional

    
	
 
	
    Counterparty

    
	
 
	
    (Moody’s/S&P/Fitch)

    
	
 
	
    Events

    
	
 
	
    Requirements

    

	 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    See (1) below
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    See (2) Below
	
 
	
    See (3) Below









 


 


			
	 	    (1) 
	
    [All Hedges relating to a Series of Bonds are floating rate to
    fixed rate interest swaps. The Issuer pays a fixed rate and
    receives a percentage of [one (1) month LIBOR].]

	 
	 	    (2) 
	
    [Termination events are governed by the Master ISDA Agreements
    between the Issuer and the Counterparties.]




 



    [Generally, termination events are caused by [Illegality, Credit
    Event upon Merger] or [ADDITIONAL TERMINATION EVENTS] [the long
    term rating of either party from S&P or Moody’s is
    withdrawn, suspended or falls to or below BBB+/Baa1,
    respectively]



 


			
	 	    (3) 
	
    Collateral Thresholds — The Issuer is required to post
    if Mark to Market exceeds :




 


	 	 	 
	

    Counterparty


	
 
	
    Threshold

	



                         


	
 
	
    $                         

	


                         


	
 
	
    $                         






















 








    SCHEDULE
    3



 




    ISSUER
    INVESTMENT GUIDELINES














 








    SCHEDULE
    4



 




    QUARTERLY
    PORTFOLIO COMPOSITE

    AND PERFORMANCE INFORMATION

    (      QUARTER)



 


	 	 	 
	

    Issuer Name:


	
 
	
 

	
 
	
 
	
 

	

     


	
 
	
 

	

    Specific Indenture Name:


	
 
	
 

	
 
	
 
	
 

	

     


	
 
	
 

	

    Single family/Multifamily Breakdown:


	
 
	
    ____%/____%

	

     


	
 
	
 

	

    MBS/Whole Loan Breakdown:


	
 
	
    ____%/____%











 


 




    Ratings



 


	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    Issuer Bond Rating
    

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Bond
    Series Designation
    


	
 
	
 
	
    Fitch
    
	
 
	
 
	
    Moody’s
    
	
 
	
 
	
    S&P
    

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

     


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

     


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

     


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 









 


 




    Agency
    Mortgage-Backed Securities



 


	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    FNM


	
 
	
 
	
    FRE
	
 
	
 
	
    GN1
	
 
	
 
	
    GN2

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

         %


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 











 


 




    [remainder
    of page intentionally left blank]
    














 








    Whole
    Loan



 


 




    Loan
    Type



 


	 	 	 	 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    Composite

    Percentage

	
 
	
 
	
 
	
 

	
    Interest Only
	
 
	
 
	
         %

	
 
	
 
	
 
	
 

	
    Step Rate
	
 
	
 
	
         %

	
 
	
 
	
 
	
 

	
    30-Year Term
	
 
	
 
	
         %

	
 
	
 
	
 
	
 

	
    40-Year Term
	
 
	
 
	
         %

	
 
	
 
	
 
	
 

	
    Other Term
	
 
	
 
	
         %

	
 
	
 
	
 
	
 

	

    Total Term


	
 
	
 
	
         %

	
 
	
 
	
 
	
 

	
    Other Non-Conforming

    (specify in separate

    attachment)
	
 
	
 
	
         %

	
 
	
 
	
 
	
 











 


 




    Mortgage
    Insurance



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    Composite

    Percentage
	
 
	
 
	
    Current

    Lowest Rating

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    FHA


	
 
	
 
	
         %
	
 
	
 
	
    —

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    VA


	
 
	
 
	
         %
	
 
	
 
	
    —

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    RDA


	
 
	
 
	
         %
	
 
	
 
	
    —

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Total Gov’t


	
 
	
 
	
         %
	
 
	
 
	
    —

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    PMI (by company)


	
 
	
 
	
         %
	
 
	
 
	
    —

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    [          ]


	
 
	
 
	
         %
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    [          ]


	
 
	
 
	
         %
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    [          ]


	
 
	
 
	
         %
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 






















 






	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    [          ]


	
 
	
 
	
         %
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Total PMI


	
 
	
 
	
         %
	
 
	
 
	
    —

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Uninsured


	
 
	
 
	
         %
	
 
	
 
	
    —

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    TOTAL


	
 
	
 
	
    100%
	
 
	
 
	
    —

	
 
	
 
	
 
	
 
	
 
	
 
	
 











 


 




    Portfolio
    Performance



 


	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    Previous

    Quarter
	
 
	
 
	
    Current Quarter

     
	
 
	
 
	
    Percentage

    Change

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    60+ Days Delinquent


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    90+ Days Delinquent


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Foreclosure


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Real Estate Owned


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 











 


 




    Indenture
    Performance



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    Two Years

    Prior
	
 
	
 
	
    Previous

    Year
	
 
	
 
	
    Current Year
	
 
	
 
	
    Percentage

    Change

    (Previous vs.

    Current)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Profitability


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Asset Coverage Ratio


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Debt Coverage Ratio


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Outstanding Bonds


	
 
	
 
	
    $     
	
 
	
 
	
    $     
	
 
	
 
	
    $     
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Cash as of% of


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Outstanding Bonds


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Investments as of % of


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 






















 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    Two Years

    Prior
	
 
	
 
	
    Previous

    Year
	
 
	
 
	
    Current Year
	
 
	
 
	
    Percentage

    Change

    (Previous vs.

    Current)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Outstanding Bonds
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    [     % Variable Rate

    Debt]
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    [     % of Variable Rate

    Debt Swapped]
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 











 


 




    Counterparty
    Exposure



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Name of Counterparty


	
 
	
 
	
    Two Years

    Prior
	
 
	
 
	
    Previous

    Year
	
 
	
 
	
    Current Year
	
 
	
 
	
    Percentage

    Change

    (Previous vs.

    Current)
	
 
	
 
	
    Current

    Lowest

    Rating

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    [          ]


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    [          ]


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    [          ]


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    [          ]


	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %
	
 
	
 
	
         %