ex10_20.htm


    
      

    

    Exhibit
      10.20

    


    Execution
      Copy

    


    LONG
      TERM STANDBY COMMITMENT TO PURCHASE

    


    


    This
      Long Term Standby Commitmentto Purchase
No. TM1047 (Full-timeFarm)
      (“Commitment”) is made as of the first day of August 2007 between
      the Federal Agricultural Mortgage Corporation (“Farmer Mac”), a corporation
      organized and existing under the laws of the United States of America and Farm
      Credit Bank of Texas, an institution of the Farm Credit System, organized and
      existing under the laws of the United States of America (“Seller”).

    


    WHEREAS,
      the Seller and Farmer Mac each desire to enter into this Commitment, which
      permits the Seller, at its option, to sell to, or exchange with, Farmer Mac
      Qualified Loans within a defined portfolio of Qualified Loans from time to
      time
      during the life of the defined portfolio and obligates Farmer Mac to purchase
      such Qualified Loans or deliver securities backed by such Qualified Loans,
      all
      under the terms and conditions set forth in this Commitment; and

    


    WHEREAS,
      the Seller and Farmer Mac have identified a portfolio of Qualified Loans that
      the parties desire to make subject to the terms and conditions of this
      Commitment.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and undertakings set forth
      in this Commitment, and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, Farmer Mac and the Seller agree
      as
      follows:

    


    


    ARTICLE
      I

    


    DEFINED
      TERMS

    


    Whenever
      used in this Commitment, the following words and phrases have the following
      meanings:

    


    AMBS:  Agricultural
      mortgage-backed securities guaranteed by Farmer Mac.

    


    Business
      Day:  Any day other than a Saturday, Sunday or other day Farmer
      Mac or the Seller is closed for business.

    


    Charter
      Act:  The Farmer Mac Charter Act in Title VIII of the Farm Credit
      Act of 1971 (12 U.S.C. §§2279aa et.
seq.), as amended and in
      effect from time to
      time.

    


    Commitment
      Term:  From the Effective Date of this Commitment through and
      including the date on which all Qualified Loans have been purchased or
      securitized or deemed paid in full (through scheduled payments, prepayments,
      liquidation or otherwise).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Delivery
      Date:  The date on which the Seller sells a Qualified Loan in the
      Portfolio to Farmer Mac, which, in the case of Tier I Qualified Loans, shall
      be
      the date that Farmer Mac disburses the purchase proceeds in accordance with
      Section 5.01, and, in the case of Tier II and Tier III Qualified Loans, shall
      be
      the date of delivery of a Qualified Loan to Farmer Mac pursuant to Sections
      5.02
      and 5.03, respectively.

    


    Effective
      Date:  August 1, 2007.

    


    Event
      of Default:  An event described in Article
      VIII.

    


    Governmental
      Body:  Any Federal, state, municipal or other governmental
      department, commission, board, bureau, agency or instrumentality having
      jurisdiction over the parties.

    


    Liquidated
      Qualified Loan:  As defined in the Servicing
      Contract.

    


    Liquidation
      Expenses:  As defined in the Servicing Contract.

    


    Liquidation
      Proceeds:  As defined in the Servicing Contract.

    


    Loss:  With
      respect to any Tier I Qualified Loan, the amount, if any, by which (a) the
      sum
      of the amounts described in paragraphs 5.01(c)(iii) and (iv) hereof exceeds
      (b) (x) Liquidation Proceeds less (y) Liquidation Expenses not
      theretofore reimbursed to either Farmer Mac or the Seller, as appropriate)
      less
      (z) the sum of the amounts described in paragraphs 5.01(c)(i) and (ii)
      hereof.  Liquidation Proceeds and Liquidation Expenses shall be
      allocated among all then outstanding loans from Seller to the borrower,
      including such Tier I Qualified Loan.

    


    Person:  An
      individual, a corporation, a partnership, an association, a trust or any other
      entity or organization, including a government or political subdivision or
      an
      agency or instrumentality thereof.

    


    Portfolio:  The
      group of Qualified Loans, identified on the Qualified Loan Schedule, delivered
      to Farmer Mac in connection with this Commitment and incorporated herein by
      reference, which are subject to this Commitment and are eligible to be sold
      to,
      or exchanged with, Farmer Mac under the terms and conditions set forth in this
      Commitment.  Any Qualified Loans identified as in Pool TM1032 shall
      not be subject to the terms and conditions of this Commitment and shall continue
      to be governed by the Long Term Standby Commitment to Purchase between Farmer
      Mac and the Seller dated as of June 1, 2003, as amended.

    


    Qualified
      Loan:  Any mortgage loan (including a Qualified Participation
      Interest) secured by agricultural real estate as defined in the Charter Act
      and
      the Seller/Servicer Guide that meets the requirements of this Commitment on
      its
      effective date and which is identified in the Portfolio or which is added to
      the
      Portfolio as provided for herein.

    


    Qualified
      Loan Schedule:  A listing of Qualified Loans in the form of
Exhibit D attached hereto.


    
      
        
        

      

      
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    Qualified
      Participation Interest:  An undivided interest in a mortgage loan,
      including the related mortgage or deed of trust.  The related mortgage
      loan must be a Qualified Loan.  The ratio of the principal balance of
      the Qualified Participation Interest to the principal balance of the underlying
      loan will be determined at the time the Qualified Participation Interest is
      placed into the Portfolio.  Prior to the time the initial Qualified
      Participation Interest becomes a Tier I, Tier II or Tier III Qualified Loan,
      the
      Seller and Farmer Mac will agree on the documentation to evidence the terms
      of
      the transfer to Farmer Mac of such Qualified Participation
      Interest.

    


    Reserve
      Amount Annual Limit:  The maximum amount of Reserve Payments to be
      paid by Seller to Farmer Mac in any one calendar year.  [material
      omitted pursuant to a request for confidential treatment and
      filed  separately with the SEC].

    


    Reserve
      Amount Total Limit:  The maximum aggregate amount of Reserve
      Payments to be paid by Seller to Farmer Mac during the term of this
      Commitment.  [material omitted pursuant to a request for confidential
      treatment and filed  separately with the SEC].

    


    Reserve
      Payment:  An amount to be paid by Seller to Farmer Mac to mitigate
      a Loss that Farmer Mac would otherwise incur with respect to a Tier I Qualified
      Loan.  Such amount shall equal the lesser of (a) the Loss; and
      (b) the Reserve Amount Annual Limit.  The amount of a Reserve
      Payment shall be reduced by the amount that the aggregate of all Reserve
      Payments made over the term of this Commitment exceeds the Reserve Amount Total
      Limit.

    


    Seller/Servicer
      Agreement:  The Farmer Mac Seller/Servicer Agreement dated as of
      June 1, 2003 between the Seller and Farmer Mac, as amended from time to
      time.

    


    Seller/Servicer
      Guide:  The publication entitled “Farmer Mac Seller/Servicer
      Guide,” release dated 2007, as modified by any guide update or bulletin or as
      replaced by any other publication of Farmer Mac.

    


    Servicing
      Contract:  The Master Central Servicing Agreement dated as of
      June 1, 2003 between Farmer Mac, as Owner/Master Servicer, and the Seller,
      as Central Servicer.

    


    Standby
      Purchase Commitment Fee:  The periodic amount due Farmer Mac from
      the Seller for this Commitment.  [material omitted pursuant to a
      request for confidential treatment and filed  separately with the
      SEC].  Solely for purposes of this definition of Standby Purchase
      Commitment Fee, the term “unpaid principal balance of such Qualified Loan” shall
      mean the unpaid principal balance of such Qualified Loan less any outstanding
      borrower stock that may be retired and applied to the Qualified Loan, to the
      extent such outstanding borrower stock is in excess of the minimum amount of
      such stock required by federal law or regulation, calculated as of
      the first day of the month prior to the month in which the Standby Purchase
      Commitment Fee is to be paid.

    


    Termination
      Event:  With respect to either the Seller or Farmer Mac, (i) any
      change in law or regulation (or any ruling or interpretation related to any
      existing law or regulation) that, in the reasonable judgment of such party
      and
      as supported by a written opinion of such party’s retained counsel, renders the
      transaction contemplated hereby void, unenforceable or illegal (in whole or
      in
      part) as to such party or (ii) any change in the law, regulations or Financial
      Accounting Standards adopted by the Financial Accounting Standards Board (or
      other similar accounting rules) that, in the reasonable judgment of such party
      and as supported by a written opinion of an independent counsel and/or
      accounting firm acceptable to both parties, renders the transaction as
      contemplated hereby unsound as to such party, it being understood by the parties
      that the treatment of the transaction contemplated hereby as risk management
      and
      the weighting of the Qualified Loans, other than Qualified Participation
      Interests, in the 20% category for risk-based capital purposes by the Seller
      and
      as off-balance sheet assets by Farmer Mac for capital requirements represents
      the accounting treatment contemplated by the parties.


    
      
        
        

      

      
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    Tier
      I
      Qualified Loan: Any Qualified Loan that is delinquent in payment for four or
      more consecutive months or otherwise in material non-monetary default, except
      as
      otherwise provided in Article V herein, and with respect to which any applicable
      borrower rights have been exercised or waived by the borrower, except those
      related to the borrower’s first rights of refusal to purchase/lease acquired
      property under the Farm Credit Act of 1971, as amended.  A Tier I
      Qualified Loan that was a Qualified Loan on the date it was added to the
      Portfolio will be a Qualified Loan for purposes of this Commitment unless the
      terms of such loan are changed by the Seller without the consent of Farmer
      Mac.
      The Seller’s acquiescence or consent to the entry of a bankruptcy or other court
      ordered or approved restructuring or a restructuring in accordance with the
      Farm
      Credit Act shall not constitute such a change requiring the consent of Farmer
      Mac.

    


    Tier
      I
      Qualified Participation Interest:  A first right participation
      interest in an otherwise Qualified Loan that has a loan-to-value ratio in excess
      of Farmer Mac’s credit underwriting standards if the first right participation
      interest is acceptable to Farmer Mac, in its sole discretion.  A Tier
      I Qualified Participation Interest, if transferred to Farmer Mac, will have
      first priority in payment and liquidation to the interest not transferred to
      Farmer Mac.  The documentation evidencing the transfer of a
      Tier I Qualified Participation Interest will be agreed upon between the
      Seller and Farmer Mac at the time the initial Tier I Qualified Participation
      Interest is transferred to Farmer Mac.  The ratio of the principal
      balance of the Tier I Qualified Participation Interest to the Participation
      Interest that is not a Tier I Qualified Participation Interest will be
      determined at the time the Tier I Qualified Participation Interest is placed
      into the Portfolio.

    


    Tier
      II Qualified Loan: Any Qualified Loan that complies, on the date of its sale
      to Farmer Mac, with the standards set forth in the Seller/Servicer Guide, as
      amended from time to time.

    


    Tier
      III Qualified Loan: Any Qualified Loan that is less than four months
      delinquent but does not comply, on the date of its sale to
      Farmer Mac, with the standards set forth in the Seller/Servicer Guide, as
      amended from time to time.

    


    


    ARTICLE
      II

    


    GENERAL
      COVENANTS OF THE SELLER

    


    Section
      2.01. Performance of Obligations. The Seller hereby covenants to keep and
      perform faithfully all of the covenants and undertakings contained
      herein.


    
      
        
        

      

      
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    Section
      2.02. Good Standing. The Seller hereby covenants to maintain its current
      condition of good standing under all applicable laws and regulations and to
      commit no act that would alter the status of the Seller as represented in
      Section 6.03 hereof.

    


    Section
      2.03. Further Assurances.  The Seller shall, subject to
      applicable confidentiality requirements, execute and deliver or cause to be
      executed and delivered to Farmer Mac now, and at any reasonable time or times
      hereafter at the request of Farmer Mac, all documents, instruments, letters
      of
      direction, notices, reports, acceptances, receipts, consents, waivers,
      affidavits and certificates as Farmer Mac may reasonably request, in form
      satisfactory to Farmer Mac in order to consummate fully all of the transactions
      contemplated hereunder.

    


    Section
      2.04.  Sale, Transfer or Pledge of Portfolio or Servicing
      Rights.  (a) During the Commitment Term, except to the extent
      provided in the Farm Credit Act of 1971, as amended, and subject to Section
      10.14 hereof, the Seller shall not pledge or hypothecate all or any portion
      of
      the Portfolio or any of the rights associated with the Portfolio and the
      Qualified Loans (including rights to service the Qualified Loans or rights
      to
      servicing fee income).  The Seller may sell or transfer the Portfolio
      or the servicing rights associated with the Qualified Loans only under the
      terms
      set forth below.

    


    (i)  Farmer
      Mac will approve the sale or transfer of the Portfolio only if all of the
      Qualified Loans in the Portfolio are sold or transferred to a purchaser or
      transferee that is reasonably acceptable to Farmer Mac and that agrees to assume
      all of the Seller’s obligations hereunder pursuant to a written agreement among
      the Seller, Farmer Mac and such successor party.  If the Seller
      transfers or sells the Portfolio but retains the right to service the Qualified
      Loans, the written agreement among the Seller, Farmer Mac and the successor
      party shall also provide that the payment of the Standby Purchase Commitment
      Fee
      shall remain a corporate obligation of the Seller.

    


    (ii)  Farmer
      Mac will approve the sale of the servicing rights associated with the Qualified
      Loans only if such servicing is sold (a) with respect to all Qualified Loans
      and
      (b) to one successor servicer reasonably acceptable to Farmer Mac that agrees,
      pursuant to a written agreement among the Seller, Farmer Mac and such successor
      servicer, to the obligations of the Seller set forth herein.

    


    (iii)  Any
      sale or transfer of the Portfolio or the rights associated with the Portfolio
      will be subject to a transfer fee of [material omitted pursuant to a request
      for
      confidential treatment and filed separately with the SEC].

    


    (iv)  Upon
      such transfer, the Seller shall have no further right to include additional
      Qualified Loans in the Portfolio.

     

    (b)  In
      the event of a merger, consolidation, formation of service entity, or other
      corporate reorganization involving the Seller and any Farm Credit Institution
      or
      other entity with which the Seller shall remain or become part of or affiliated
      with, then no servicing transfer fee shall be required and, to the extent such
      affiliated entity by written agreement assumes all of Seller’s responsibilities
      under this Commitment, neither will Farmer Mac’s approval of such transfer be
      required.


    
      
        
        

      

      
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    (c)  In
      addition to the provisions in the Servicing Contract concerning the assignment
      of the Seller’s servicing rights and obligations, the Seller, except to the
      extent provided in this Commitment, shall not pledge or hypothecate all or
      any
      portion of the remainder of its Farmer Mac mortgage servicing portfolio without
      providing evidence acceptable to Farmer Mac of the acknowledgement of any third
      party who will have rights therein of Farmer Mac’s entitlement to all or a
      portion of the value of such servicing portfolio in an Event of Default
      hereunder.

    


    Section
      2.05.  Indemnification.  The Seller shall
      indemnify and hold Farmer Mac harmless from and against any and all losses,
      claims, damages, liabilities and expenses (collectively, “Losses”) to which
      Farmer Mac may become subject insofar as such Losses arise out of or are based
      upon (i) the Seller’s performance of its servicing obligations set forth in this
      Commitment with respect to the Qualified Loans in the Portfolio prior to sale
      of
      the Qualified Loans to Farmer Mac or (ii) a final adjudication of, including
      any
      settlement of, any outstanding litigation described in Exhibit C attached
      hereto.  This covenant to indemnify and hold harmless shall survive
      the sale of the Qualified Loans to Farmer Mac.

    


    Section
      2.06.  Original Principal Balance.  Notwithstanding
      any other provision of this Commitment, the Seller shall not deliver a Tier
      II
      or Tier III Qualified Loan to Farmer Mac for sale if the original principal
      balance of such Qualified Loan does not meet Farmer Mac’s maximum dollar
      purchase limitations, in effect as of the Delivery Date, for the purchase of
      similar Qualified Loans, determined in accordance with the Charter
      Act.

    


    Section
      2.07.  Seller/Servicer Status.  The Seller shall
      maintain its status as a Farmer Mac approved seller and servicer under the
      Seller/Servicer Agreement.

    


    


    ARTICLE
      III

    


    COVENANTS
      OF FARMER MAC

    


    Section
      3.01.  Commitment to Purchase Qualified
      Loans.  Farmer Mac hereby covenants to purchase the Qualified
      Loans in the Portfolio in accordance with the provisions of this
      Commitment.

    


    Section
      3.02. Performance of Obligations. Farmer Mac hereby covenants to keep and
      perform faithfully all of the covenants and undertakings contained
      herein.

    


    Section
      3.03. Good Standing. Farmer Mac hereby covenants to maintain its current
      condition of good standing under all applicable laws and regulations and to
      commit no act that would alter the status of Farmer Mac as represented in
      Section 7.02 hereof.

    


    


    ARTICLE
      IV

    


    PRE-DELIVERY
      OBLIGATIONS OF THE SELLER


    
      
        
        

      

      
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    Section
      4.01.  Payment of Standby Purchase Commitment
      Fee.  With respect to each Qualified Loan, by
      the seventh calendar day of each
      month, beginning in September 2007 (or the preceding Business Day if
      the seventh calendar day is not a Business Day) through
      and including the month in which the Commitment Term expires, the Seller shall
      pay to Farmer Mac in immediately available funds, by 12:00 noon, Eastern time,
      on such seventh day, an amount sufficient to pay the Standby Purchase Commitment
      Fee.  If such funds are not received by Farmer Mac by 12:00 noon,
      Eastern time, on such seventh day, the Seller shall pay interest to Farmer
      Mac
      on such overdue amount at a rate equal to the federal funds rate.

    


    Section
      4.02.  Delivery of Qualified Loan Information.  (a)
      Not later than the tenth day of the month following the date of execution of
      this Commitment, the Seller shall deliver to Farmer Mac a completed Qualified
      Loan Schedule for the Qualified Loans in the Portfolio.  Such
      Qualified Loan Schedule shall be delivered in magnetic media or electronic
      format acceptable to Farmer Mac.

    


    (b)  The
      Portfolio shall be a fixed pool consisting of only the Qualified Loans
      identified in the Qualified Loan Schedule.  Any additional Qualified
      Loans not included in the Portfolio with respect to which Seller wishes to
      obtain credit enhancement from Farmer Mac shall be governed by the terms and
      conditions of a separate Long Term Standby Commitment to Purchase between the
      parties.  The Seller may not remove a Qualified Loan from the
      Portfolio without the prior written consent of Farmer Mac which consent shall
      not be unreasonably withheld; except, that, if the Seller
      refinances, restructures or modifies any Qualified Loan without the written
      consent of Farmer Mac (which consent shall not be unreasonably withheld and
      shall not be required in loan restructurings provided for under the borrower
      rights provisions of the Farm Credit Act), Farmer Mac shall not be obligated
      to
      purchase such restructured or modified Qualified Loan or to deliver AMBS backed
      by such restructured or modified Qualified Loan.  If a Qualified Loan
      is removed from the Portfolio through a refinancing by the Seller (either with
      or without the inclusion of additional loan funds), the Seller agrees to add
      such refinanced Qualified Loan back to the Portfolio, or include such refinanced
      Qualified Loan in a portfolio under a separate Long Term Standby Commitment
      to
      Purchase, within 3 months of the closing of the refinanced Qualified Loan,
      if
      such addition or inclusion is permissible under the operative
      documents.

    


    Section
      4.03.  Administration and Servicing of Qualified Loans. (a) The
      Seller will service the Qualified Loans in the Portfolio using commercially
      reasonable practices and in substantial compliance with the applicable servicing
      standards set forth in the sections of Article III of the Servicing
      Contract pertaining to the servicing of loans and administration of proceeds,
      except as modified by this Commitment.  The Seller may conduct such
      servicing through facilities of agents or independent contractors but shall
      not
      thereby be released from any of its duties or responsibilities
      hereunder.

    


    (b)  The
      Seller must maintain or provide for the maintenance of an individual mortgage
      file for each Qualified Loan in the Portfolio.  Each mortgage file
      must include any papers or records that are required by the Servicing Contract
      (except assignments of mortgages to Farmer Mac).  The Seller will
      provide for the physical segregation of the mortgage notes relating to the
      Qualified Loans in the Portfolio and hold such mortgage notes in a secure
      environment in accordance with generally accepted industry standards for the
      custody of mortgage loan documentation.  The Seller will maintain or
      provide for the maintenance of each mortgage note in a fire resistant vault,
      drawer or other suitable depository.  The Seller is responsible for
      maintaining accurate accounting and borrower payment records, as required in
      the
      Servicing Contract.


    
      
        
        

      

      
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    (c)  Upon
      reasonable notice and at any reasonable time during the Commitment Term and
      subject to applicable confidentiality requirements, Farmer Mac has the right
      to
      examine any and all books and records that pertain to the Qualified Loans,
      any
      and all accounting reports associated with the Qualified Loans and borrower
      remittances, and any other reports and documentation that Farmer Mac considers
      necessary to assure that (i) the Qualified Loans meet the terms and conditions
      set forth herein and (ii) the Seller is servicing the Qualified Loans in
      compliance with the Servicing Contract and this Commitment.  Seller
      agrees to forward such books, records or reports (or copies thereof) to Farmer
      Mac upon request by Farmer Mac.

    


    (d)  The
      Seller shall service delinquent Qualified Loans using commercially reasonable
      practices in substantial compliance with the provisions of Article III of the
      Servicing Contract and the Seller/Servicer Guide relating to the servicing
      of
      delinquent loans, including timely initiation of loss mitigation
      efforts.  However, the Seller must sell the delinquent Qualified Loan
      to Farmer Mac prior to completion of the foreclosure process (or other
      comparable conversion) in accordance with Section 5.01 hereof.  If
      title to the underlying mortgaged property has transferred to the Seller and
      no
      right of rescission by the borrower exists, the related Qualified Loan is no
      longer eligible for sale to Farmer Mac and should be reported as a “payoff” in
      accordance with the requirements of Section 4.04.

    


    (e)         The
      Seller shall service all Qualified Loans, and all other loans to borrowers
      of
      Qualified Loans (“Related Loans”), in a manner that protects Farmer Mac’s
      financial interests.  In that regard, without Farmer Mac’s prior
      concurrence, which concurrence shall not be unreasonably withheld, the Seller
      shall not, without limitation, apply funds received, take or defer taking any
      servicing action (including restructuring or reamortizing), or waive a
      substantive default with respect to any Related Loan if so doing materially
      increases the amount of Farmer Mac’s risk of or actual loss with respect to the
      relationship (i.e., the Qualified Loan plus all Related Loans).

    


    Section
      4.04 Reporting Requirements.  Not later than the
      last Business Day of the month in which a Qualified Loan
      is added to the Portfolio, the Seller shall provide a loan setup file in a
      machine-readable format in accordance with the tape specifications set forth
      in
Exhibit E attached hereto.  Thereafter and until the Qualified
      Loan is sold to Farmer Mac or otherwise removed from the Portfolio, the Seller
      shall provide not later than the seventh calendar day of
      each month a monthly loan activity report (based on actual payment activity)
      in
      a machine-readable format in accordance with the tape specifications set forth
      in Exhibit F attached hereto.

    


    


    ARTICLE
      V

    


    DELIVERY
      OF AND PAYMENT FOR QUALIFIED LOANS

    


    


    Section
      5.01.   Tier I Qualified Loans. (a)  Subject to
      the requirements set forth in this Commitment, the Seller may elect to sell
      to
      Farmer Mac, in exchange for cash, any Tier I Qualified
      Loan.  Notwithstanding the requirement that a Tier I Qualified Loan be
      delinquent in payment for four or more consecutive months or otherwise in
      material non-monetary default, prior to transfer of ownership of a mortgaged
      property from the borrower to the Seller as a result of loss mitigation efforts,
      a foreclosure proceeding or other comparable conversion, the Seller shall sell
      to Farmer Mac the related Tier I Qualified Loan regardless of the amount of
      time
      such Qualified Loan has been delinquent.


    
      
        
        

      

      
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    (b)           The
      purchase price for any Tier I Qualified Loan shall equal the unpaid principal
      balance of the Qualified Loan less any outstanding borrower stock that may
      be
      retired and applied to the Qualified Loan, as reported to Farmer Mac in
      accordance with Section 4.04, in the month in which the Seller elects to sell
      such Qualified Loan.  The purchase price for a Tier I Qualified Loan
      shall not include accrued or delinquent interest or foreclosure or related
      costs
      or expenses. The purchase proceeds, as well as any reimbursement of a portion
      of
      the Standby Purchase Fee, as described in Section 5.04, will be disbursed by
      wire transfer to the Seller on the first Business Day of the month following
      Farmer Mac’s confirmation of receipt of a completed Purchase Request and as
      described in subsection (d) below.

    


    (c)           Liquidation
      Proceeds or other payments with respect to such Tier I Qualified Loan shall
      be
      applied as follows:

    


    
      	
              (i)  

            	
              To
                the Seller, unpaid interest accruing at the note rate on the Qualified
                Loan while held by the Seller, but not to exceed interest accruing
                through
                6 months following the first
                delinquency.

            


    

    


    
      	
              (ii)  

            	
              To
                the party making protective advances and paying liquidation expenses
                and
                REO expenses, reimbursement for such advances and
                expenses.

            


    

    


    
      	
              (iii)  

            	
              To
                Farmer Mac, unpaid interest accruing at the note rate less the applicable
                servicing fee rate on the Qualified Loan from the date purchased
                by Farmer
                Mac until the date of liquidation.

            


    

    


    
      	
              (iv)  

            	
              To
                Farmer Mac, the outstanding principal amount of the Qualified
                Loan.

            


    

    


    
      	
              (v)  

            	
              To
                the Seller, unpaid interest accruing at the note rate on the Tier
                I
                Qualified Loan from the date through which the Seller was paid for
                the
                interest by Farmer Mac until the date Farmer Mac purchased the Tier
                I
                Qualified Loan.

            


    

    


    
      	
              (vi)  

            	
              To
                the servicer, unpaid servicing fees accrued during the period Farmer
                Mac
                owned the Tier I Qualified Loan.

            


    

    


    
      	
              (vii)  

            	
              To
                the Seller, default interest accruing while the Seller held the Tier
                I
                Qualified Loan.

            


    


    
      
        
        

      

      
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              (viii)  

            	
              To
                the Seller, prepayment penalties required to be paid by the Seller
                with
                respect to such Qualified Loan, but only to the extent such prepayment
                penalties exceed default interest paid to the Seller under clause
                (vii)
                above.

            


    

    


    
      	
              (ix)  

            	
              To
                Farmer Mac, the remainder, if any.

            


    

    


    (d)         
      No later than the seventh Business Day of any month in which the Seller elects
      to sell Tier I Qualified Loans to Farmer Mac, the Seller will do the
      following:

    


    (i)        deliver
      a Purchase Request and Certification electronically and in hard copy,
      in the form of Exhibit B attached hereto, listing the
      Farmer Mac loan number and unpaid principal balance of the Qualified Loans
      that
      have become Tier I Qualified Loans that the Seller wishes to sell to Farmer
      Mac
      either as whole loans or participation interests.  The Purchase
      Request and Certification shall be delivered to Farmer Mac via
      facsimile transmission (number 202-872-7713).

    


    (ii)  prepare
      and deliver all of the mortgage delivery documentation required pursuant to
      Chapter 302 of the Seller/Servicer Guide to Farmer Mac in accordance with the
      Seller/Servicer Guide.  Only Farmer Mac’s loan records as reflective
      of the reports submitted by the Seller under Section 4.04 hereof shall determine
      the proceeds that the Seller is entitled to receive for Farmer Mac’s purchase of
      Tier I Qualified Loans.

    


    (iii)  pay
      directly to the custodian designated by Farmer Mac any custodial fees to be
      incurred in connection with the filing and maintenance of the mortgage documents
      by such custodian.

    


    (e)         As
      of its Delivery Date, a Tier I Qualified Loan sold to Farmer Mac (or as to
      which
      a participation is sold to Farmer Mac) shall no longer be subject to the terms
      of this Commitment and shall be serviced by the Seller in accordance with the
      Servicing Contract.

    


    (f)         The
      Seller and Farmer Mac agree that, if a Tier I Qualified Loan sold to Farmer
      Mac
      subsequently becomes current in payments under its original terms without being
      restructured, the Seller will repurchase from Farmer Mac and Farmer Mac will
      sell to the Seller such Qualified Loan for a price equal to the unpaid principal
      balance plus any accrued interest on such Qualified Loan.  Such
      Qualified Loan will thereafter be listed on the applicable Qualified Loan
      Schedule and be a part of the Portfolio subject to this Commitment.

    


    (g)         No
      later than the fifth Business Day following the date that a Tier I Qualified
      Loan sold to Farmer Mac becomes a Liquidated Qualified Loan, Seller will pay
      to
      Farmer Mac any related Reserve Payment.

    


    Section
      5.02.  Tier II Qualified
      Loans.  (a)  Subject to the requirements set forth in
      this Commitment, the Seller may elect to sell to Farmer Mac, from time to time,
      at any time during the Commitment Term, in exchange for cash or AMBS, some
      or
      all Tier II Qualified Loans, subject to Farmer Mac’s then-current requirements
      for its Cash Window Program for cash purchases or its AMBS Swap Program, and
      any
      other terms mutually agreed between the parties at the time of
      sale.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    (i)  Tier
      II Qualified Loans sold to Farmer Mac for cash pursuant to the terms of this
      section shall be sold at the price agreed by Farmer Mac and the Seller at the
      time of sale (less any outstanding borrower stock that may be retired and
      applied to the Qualified Loan), based on Farmer Mac’s then-required net yield
      for cash window purchases of the same product type as such Qualified Loans,
      and
      without adjusting for any changes in the credit relating to such Qualified
      Loans.

    


    (ii)  Where
      Tier II Qualified Loans are exchanged with Farmer Mac for AMBS, the AMBS shall
      have an initial principal amount equal to the then-current principal balance
      of
      the swapped Tier II Qualified Loans less the then-current Reserve Amount Annual
      Limit.  Such AMBS shall bear interest initially at a rate equal to the
      weighted average of the then-current interest rates of such Qualified Loans,
      less the sum of the applicable Guarantee Fee, the Trustee Fee, and the related
      servicing fee under the Servicing Contract.  The guarantee fee to be
      charged to the Seller for any Tier II Qualified Loan sold to Farmer Mac in
      exchange for AMBS shall be equal to what had been the Standby Purchase
      Commitment Fee with respect to such Qualified Loan, and the Seller shall retain
      an unguaranteed first loss subordinated interest in the pool of loans underlying
      the AMBS in the amount of the then-current Reserve Amount Annual
      Limit.  If the Seller requests the AMBS be registered with the
      Securities and Exchange Commission (the “SEC”), the Seller shall pay any costs
      associated with such registration, including any legal, accounting and SEC
      fees.

    


    (b)         Prior
      to the removal of a Tier II Qualified Loan from the Portfolio, the Seller will
      contact Farmer Mac to enter into a mandatory commitment to
      sell such Tier II Qualified Loan to Farmer Mac under the standard mortgage
      delivery and sale requirements set forth in the Seller/Servicer
      Guide.  In the month in which the Seller elects to sell Tier II
      Qualified Loans to Farmer Mac, the Seller will report, in accordance with the
      loan level reporting requirements set forth in Section 4.04, the removal of
      the
      Qualified Loan from this Commitment by reporting a zero unpaid principal
      balance.

    


    (c)         The
      Seller shall sell Tier II Qualified Loans pursuant to subparagraph (a) in the
      case of a cash purchase, in the month in which the Qualified Loan is removed
      from this Commitment and, in the case of an AMBS purchase, in the next month
      after the month in which the Qualified Loan is removed from this
      Commitment.

    


    (d)         No
      later than the last Business Day of the month of the sale to Farmer Mac of
      Tier
      II Qualified Loans in exchange for AMBS, the Seller shall supply a Loan Setup
      File (as defined in the Servicing Contract) including each such Tier II
      Qualified Loan.

    


    (e)         As
      of its Delivery Date, a Tier II Qualified Loan sold to Farmer Mac (or as to
      which a participation is sold to Farmer Mac) shall no longer be subject to
      the
      terms of this Commitment and shall be serviced by the Seller in accordance
      with
      the standard servicing provisions of the Servicing Contract.


    
      
        
        

      

      
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    Section
      5.03. Tier III Qualified
      Loans.  (a)  Subject to the requirements set forth in
      this Commitment and those negotiated at the time of sale, the Seller may make
      a
      one-time election to sell to Farmer Mac, in exchange for cash or AMBS, all
      of
      the Tier III Qualified Loans; provided, however, the Seller must concurrently
      sell all Tier I and Tier II Qualified Loans to Farmer Mac in accordance with
      the
      terms set forth herein for such sales.

    


    (b)         The
      Seller must contact Farmer Mac if at any time during the Commitment Term it
      wishes to enter into a one-time mandatory delivery commitment to sell all of
      the
      Tier III Qualified Loans to Farmer Mac.

    


    (i)  Tier
      III Qualified Loans sold to Farmer Mac for cash pursuant to the terms of this
      section shall be sold at the price agreed by Farmer Mac and the Seller at the
      time of sale (less any outstanding borrower stock that may be retired and
      applied to the Qualified Loan), based on pricing of AMBS collateralized by
      such
      Tier III Qualified Loans, and without adjusting for any changes in the credit
      relating to such Qualified Loans.

    


    (ii)  Where
      Tier III Qualified Loans are exchanged with Farmer Mac for AMBS, the AMBS shall
      have an initial principal amount equal to the then-current principal balance
      of
      the swapped Tier III Qualified Loans less the then-current Reserve Amount Annual
      Limit.  Such AMBS shall bear interest initially at a rate equal to the
      weighted average of the then-current interest rates of such Qualified Loans,
      less the sum of the applicable Guarantee Fee, the Trustee Fee, and the related
      servicing fee under the Servicing Contract.  The guarantee fee to be
      charged to the Seller for any Tier III Qualified Loan sold to Farmer Mac in
      exchange for AMBS shall be equal to what had been the Standby Purchase
      Commitment Fee with respect to such Qualified Loan, and the Seller shall retain
      an unguaranteed first loss subordinated interest in the pool of loans underlying
      the AMBS in the amount of the then-current Reserve Amount Annual
      Limit.  If the Seller requests the AMBS be registered with the SEC,
      the Seller shall pay any costs associated with such registration, including
      any
      legal, accounting and SEC fees.

    


    (c)         In
      the event the Seller elects to sell all Tier III Qualified Loans to Farmer
      Mac,
      Farmer Mac will provide instructions to the Seller regarding the required
      reporting relating to such Qualified Loans prior to their delivery to Farmer
      Mac.

    


    (d)         As
      of its Delivery Date, a Tier III Qualified Loan sold to Farmer Mac (or as to
      which a participation is sold to Farmer Mac) shall no longer be subject to
      the
      terms of this Commitment and shall be serviced by the Seller in accordance
      with
      the standard servicing provisions of the Servicing Contract.

    


    Section
      5.04.  Participation Interests.  (a)  Upon
      election by the Seller to deliver a Tier II or Tier III Qualified Loan
      to Farmer Mac pursuant of this Commitment, Farmer Mac shall be entitled to
      perform such due diligence as to allow it to determine the value of the related
      mortgaged property at the time of purchase by Farmer Mac.  In the
      event that (i) Farmer Mac determines that the outstanding principal balance
      of
      such Qualified Loan exceeds the maximum loan-to-value ratio for eligibility
      for
      the appropriate Farmer Mac program at the time of purchase by Farmer Mac and
      (ii) if applicable, such Qualified Loan is not insured or guaranteed by a
      qualified mortgage insurer approved by Farmer Mac, Farmer Mac shall so notify
      the Seller and shall purchase only a pro rata participation interest in such
      Qualified Loan.  Such pro rata participation interest shall be
      calculated to result in the loan-to-value ratio (based on an appraisal performed
      in accordance with the Appraisal Standards set forth in the Seller/Servicer
      Guide) of Farmer Mac’s participation interest being equal to the maximum
      loan-to-value ratio for eligibility for the appropriate Farmer Mac loan
      product.  Upon receipt of such notice, the Seller may represent and
      warrant in writing that, notwithstanding Farmer Mac’s calculation of the
      loan-to-value ratio of such Qualified Loan, the actual loan-to-value ratio
      of
      such Qualified Loan on the date of sale of such Qualified Loan is less than
      or
      equal to the maximum loan-to-value ratio for eligibility for the appropriate
      Farmer Mac product.  In such event, Farmer Mac will accept delivery of
      the entire Qualified Loan, subject to the Seller’s liability for any loss
      resulting from a breach of the representation and warranty with respect to
      loan-to value.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    (b)(i)            In
      the event that Farmer Mac accepts delivery of only a participation interest
      in a
      Qualified Loan as described in paragraph (a) above, Farmer Mac shall reimburse
      the Seller for a portion of the Standby Purchase Commitment Fee collected with
      respect to such Qualified Loan, which portion shall be calculated as described
      in subparagraph (ii) below.

    


    (ii)               The
      amount of reimbursement due to the Seller in subparagraph (i) with respect
      to a
      Qualified Loan where Farmer Mac purchases a participation interest shall be
      the
      sum of (A) the unpaid principal balance of such Qualified Loan at the time
      that
      such Qualified Loan was made subject to this Commitment, as such amount was
      set
      forth in the related Qualified Loan Schedule delivered by the Seller to Farmer
      Mac pursuant to Section 4.02(a) and (B) the unpaid principal balance of such
      Qualified Loan at the time that the Seller elects to deliver such Qualified
      Loan
      to Farmer Mac pursuant to paragraph (a) above, which sum is divided by two
      and
      multiplied by (C) the number of months for which the Seller paid a Standby
      Purchase Commitment Fee with respect to such Qualified Loan, (D) the Standby
      Purchase Commitment Fee  (divided by 12) and (E) the
      amount by which 1 exceeds the percentage participation interest purchased by
      Farmer Mac.

    


    


    ARTICLE
      VI

    


    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

    


    The
      Seller represents and warrants that:

    


    Section
      6.01.  Compliance with Farmer Mac Standards.  As of
      the Effective Date with respect to a Qualified Loan, each representation and
      warranty set forth in Chapter 304 of the Seller/Servicer Guide is true and
      correct with respect to such Qualified Loan, except that some of the Qualified
      Loans may have loan-to-value ratios between 75% and 80%, as specified in the
      Qualified Loan Schedule.

    


    Section
      6.02.  Consents and Approvals.  (a)  No
      consents or approvals of any Person are or will be required which have not
      or
      will not have been obtained for the execution and delivery of this Commitment
      or
      the performance of any obligations hereunder.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    (b)         The
      execution of this Commitment has been approved by the Board of Directors of
      the
      Seller and the officer of the Seller who has executed this Commitment is
      authorized to do so.

    


    Section
      6.03.  Corporate Existence and Power.  The Seller is
      a Farm Credit Bank duly organized, validly existing and in good standing under
      the laws governing its creation and existence, and has all corporate powers
      and
      all material governmental licenses, authorizations, consents and approvals
      required to carry on its business, as now conducted, as required to enter into
      this Commitment and to meet its obligations under this Commitment.

    


    Section
      6.04.  Authorization and Non-Contravention. The execution,
      delivery and performance by the Seller of this Commitment are within the
      Seller’s corporate power and have been duly authorized by all necessary
      corporate action on the part of the Seller (no action by its shareholders being
      required) and will not: (i) violate or contravene any law, regulation, judgment,
      injunction, order, decree or other instrument currently binding on the Seller;
      or (ii) violate, contravene or constitute a default under any provision of
      the
      articles of incorporation or by-laws of the Seller or of any agreement,
      contract, mortgage or other instrument currently binding on the
      Seller.

    


    Section
      6.05.  Binding Effect.  This Commitment constitutes a
      valid and legally binding agreement of the Seller enforceable against the Seller
      in accordance with its terms, except as enforcement may be limited by
      receivership, insolvency, moratorium or similar laws, or by legal or equitable
      principles relating to or limiting creditors’ rights generally.

    


    Section
      6.06.  Governmental Consents.   No consent,
      approval, authorization or order of any Governmental Body is required, and
      no
      filing need be made with any Governmental Body, in connection with the
      execution, delivery and performance by the Seller of this Commitment or the
      consummation by the Seller of the transactions contemplated hereby.

    


    Section
      6.07.  Litigation.  There are no actions, suits, or
      proceedings pending or, to the best knowledge of the Seller, threatened, or
      any
      judgment or order entered against the Seller or its assets in any court or
      before any Federal, state, municipal or other governmental department or
      commission, board, bureau, agency or instrumentality which is likely to be
      adversely determined and which if adversely determined will materially,
      adversely affect its business or financial condition or the validity and
      enforceability of this Commitment or its ability to perform in accordance with
      this Commitment.

    


    Section
      6.08.  Showings.  The Seller has delivered to Farmer
      Mac on or prior to the date of execution of this Commitment: (i) an executed
      opinion of the Seller’s legal counsel (which may be internal counsel)
      substantially in the form set forth in Exhibit A attached hereto; (ii)
      certified resolutions evidencing necessary or appropriate corporate action;
      and
      (iii) other documents as may reasonably be requested by Farmer Mac.

    


    Section
      6.09.  Compliance with Laws.  The Seller is not in
      violation of any statute, rule or regulation of any Governmental Body or any
      order of any court or arbitrator, the violation of which, considered in the
      aggregate, is likely to materially adversely affect the business, operations
      or
      properties of the Seller.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    Section
      6.10.  Fraudulent Conveyance.  The performance of the
      Seller’s obligations under this Commitment does not constitute a fraudulent
      conveyance within the meaning of any bankruptcy, insolvency, reorganization,
      moratorium or other similar law affecting the rights of creditors.

    


    Section
      6.11. Portfolio Requirements.  As of the Effective Date
      with respect to a Qualified Loan, such Qualified Loan has not been purchased
      or
      securitized by Farmer Mac, paid in full (through scheduled payments, prepayments
      or otherwise) or otherwise removed from the Portfolio under the terms and
      conditions set forth in this Commitment.

    


    


    ARTICLE
      VII

    


    REPRESENTATIONS
      AND WARRANTIES OF FARMER MAC

    


    


    Farmer
      Mac represents and warrants that:

    


    Section
      7.01.  Consents and Approvals.  No consents or
      approvals of any Person are or will be required which have not or will not
      have
      been obtained for the execution and delivery of this Commitment or the
      performance of any obligations hereunder.

    


    Section
      7.02.  Corporate Existence and Power.  Farmer Mac is
      an instrumentality of the United States, created and existing under the laws
      of
      the United States, duly organized, validly existing and in good standing under
      the laws governing its creation and existence, and has all corporate powers
      and
      all material governmental licenses, authorizations, consents and approvals
      required to carry on its business as now conducted and to enter into this
      Commitment.

    


    Section
      7.03.  Authorization and Non-contravention.  The
      execution, delivery and performance by Farmer Mac of this Commitment are within
      Farmer Mac’s corporate power and have been duly authorized by all necessary
      corporate action on the part of Farmer Mac (no action by its shareholders being
      required) and will not: (i) violate or contravene any law, regulation, judgment,
      injunction, order, decree or other instrument currently binding on Farmer Mac;
      or (ii) violate, contravene or constitute a default under any provision of
      the
      Charter Act or of any agreement, contract, mortgage or other instrument
      currently binding on Farmer Mac.

    


    Section
      7.04.  Binding Effect.  This Commitment constitutes a
      valid and legally binding agreement of Farmer Mac enforceable against Farmer
      Mac
      in accordance with its terms, except as enforcement may be limited by
      bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable
      principles relating to or limiting creditors’ rights generally.

    


    Section
      7.05. Governmental Consents.  No consent,
      approval, authorization or order of any Governmental Body is required, and
      no
      filing need be made with any Governmental Body, in connection with the
      execution, delivery and performance by Farmer Mac of this Commitment or the
      consummation by Farmer Mac of the transactions contemplated
      hereby.


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    Section
      7.06. Compliance with Laws.  Farmer Mac is not in
      violation of any statute, rule or regulation of any Governmental Body or any
      order of any court or arbitrator, the violation of which, considered in the
      aggregate, could materially adversely affect the business, operations or
      properties of Farmer Mac.

    


    Section
      7.07. Litigation.  There are no actions, suits, or
      proceedings pending or, to the best knowledge of Farmer Mac, threatened, or
      any
      judgment or order entered against Farmer Mac or its assets in any court or
      before any Federal, state, municipal or other governmental department or
      commission, board, bureau, agency or instrumentality which is likely to be
      adversely determined and which if adversely determined will materially,
      adversely affect its business or financial condition or the validity and
      enforceability of this Commitment or its ability to perform in accordance with
      this Commitment.

    


    Section
      7.08.  Due Diligence.  Farmer Mac was provided access
      to the Seller’s servicing procedures, standards and loan portfolio and made an
      independent assessment that the Seller’s servicing procedures and standards as
      written meet the requirements of the Seller/Servicer Guide and that based on
      the
      data provided to Farmer Mac with respect to the Qualified Loans, the Qualified
      Loans meet Farmer Mac’s requirements.  Notwithstanding this
      representation and warranty, the Seller remains fully obligated under its
      representations and warranties, and subject to the remedies for breach thereof,
      as set forth in the Seller/Servicer Guide with respect to each of the Qualified
      Loans.

    


    


    ARTICLE
      VIII

    


    EVENTS
      OF DEFAULT

    


    


    Section
      8.01.  Events of Default.  Any one or more of the
      following acts or occurrences shall constitute an Event of Default under this
      Commitment:

    


    (a)  failure
      by the Seller to pay the Standby Purchase Commitment Fee or any required Reserve
      Payment in accordance with the terms of this Commitment; or

    


    (b)  failure
      by the Seller to observe or perform any covenant or agreement contained in
      Sections 2.06, 2.07 or 6.01 herein which continues unremedied for a period
      of
      thirty (30) days after the Seller first acquires knowledge or receives notice
      thereof; or

    


    (c)  failure
      by the Seller to observe or perform any other covenants or agreements set forth
      in this Commitment which continues unremedied for a period of thirty (30) days
      after the Seller first acquires knowledge or receives notice thereof;
      or

    


    (d)  any
      other event that constitutes a breach of the Seller/Servicer Agreement during
      the Commitment Term which continues unremedied for a period of thirty (30)
      days
      after the Seller first acquires knowledge or receives notice thereof;
      or

    


    (e)  any
      covenant, representation, warranty or statement made by the Seller herein or
      in
      any certificate delivered in connection herewith shall prove to have been
      incorrect in any material respect when made; provided that if the incorrect
      matter as to which such representation or warranty relates is capable of being
      cured, it shall not constitute an Event of Default hereunder unless the Seller
      fails to correct such matter within thirty (30) days after the Seller shall
      first acquire knowledge or receive notice thereof; or


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    (f)  a
      decree or order of a court or agency or supervisory authority having
      jurisdiction on the premises for the appointment of a conservator, receiver
      or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings, or for the winding-up or liquidation of
      its
      affairs, shall have been entered against the Seller; or

    


    (g)  the
      Seller consents to the appointment of a conservator, receiver or liquidator
      in
      any insolvency, readjustment of debt, marshalling of assets and liabilities
      or
      similar proceedings relating to the Seller or all or substantially all of its
      property; or

    


    (h)  the
      Seller admits in writing its inability to pay its debts generally as they become
      due, files a petition to invoke any applicable insolvency or reorganization
      statute, makes an assignment for the benefit of its creditors, or voluntarily
      suspends payment of its obligations.

    


    Section
      8.02.  Farmer Mac Events of Default.  Any one or more
      of the following acts or occurrences by Farmer Mac shall constitute an Event
      of
      Default under this Commitment:

    


    (a)  failure
      to purchase an eligible Qualified Loan or participation interest pursuant to
      the
      terms of this Commitment or reimburse a portion of the Standby Purchase
      Commitment Fee pursuant to Section 5.04(b); or

    


    (b)  failure
      by Farmer Mac to observe or perform any other covenants or agreements set forth
      in this Commitment which continues unremedied for a period of thirty (30) days
      after Farmer Mac first acquires knowledge or receives notice thereof;
      or

    


    (c)  any
      covenant, representation, warranty or statement made by Farmer Mac herein shall
      prove to have been incorrect in any material respect when made; or

    


    (d)  a
      decree or order of a court or agency or supervisory authority having
      jurisdiction on the premises for the appointment of a conservator, receiver
      or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings, or for the winding-up or liquidation of
      its
      affairs, shall have been entered against Farmer Mac; or

    


    (e)  Farmer
      Mac consents to the appointment of a conservator, receiver or liquidator in
      any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings relating to Farmer Mac or all or substantially all of its
      property; or

    


    (f)   Farmer
      Mac admits in writing its inability to pay its debts generally as they become
      due, files a petition to invoke any applicable insolvency or reorganization
      statute, makes an assignment for the benefit of its creditors, or voluntarily
      suspends payment of its obligations.


    
      
        
        

      

      
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    ARTICLE
      IX

    


    REMEDIES

    


    Section
      9.01.  Remedies of Farmer Mac.  Upon the occurrence
      of any Event of Default by the Seller hereunder, unless such Event of Default
      has been cured, Farmer Mac may, at its option:

    


    (a)  terminate
      this Commitment and refuse to accept delivery of additional Tier I Qualified
      Loans for purchase hereunder; and/or

    


    (b)  direct
      the Seller to repurchase, in accordance with the provisions of the
      Seller/Servicer Guide, any Qualified Loan sold to Farmer Mac relating to a
      specific Event of Default.

    


    However,
      Farmer Mac’s remedy under this Section for an Event of Default under Section
      8.01 (b), (c), (d) or (e) and related to a Qualified Loan(s) shall be limited
      to
      Section 9.01(b) unless the Event of Default relates to Qualified Loans with
      an
      aggregate unpaid principal balance exceeding 5% of the aggregate unpaid
      principal balance outstanding under this Commitment as of the date of an Event
      of Default, in which event Farmer Mac may exercise any remedy as provided in
      this Article IX; or

    


    If
      the
      Seller fails to comply with the provisions of (b) above within 30 days upon
      demand of Farmer Mac, Farmer Mac may terminate the Seller/Servicer Agreement
      and
      the Servicing Contract, transfer all of the Seller’s Farmer Mac servicing
      portfolio “with cause” and retain the proceeds from such transfer.

    


    Section
      9.02.  Remedies of Seller.  Upon the occurrence of
      any Event of Default by Farmer Mac hereunder, the Seller may, at its option,
      terminate this Commitment; provided however, that:

    


    (a)  Upon
      an Event of Default under Section 8.02(b), (c) or (d), the Seller may terminate
      this Commitment only if such Event of Default remains uncured for a period
      of 30
      days following written notice to Farmer Mac by the Seller.

    


    (b)  Upon
      an Event of Default under 8.02(a), the Seller may: (i) elect to require that
      the
      purchase price be paid by the issuance of an AMBS backed by such Qualified
      Loan
      or (ii) terminate this Commitment only if such Event of Default remains
      uncured for a period of 30 days following written notice to Farmer Mac by
      the Seller.

    


    Section
      9.03.  Remedies Not Exclusive.  Unless otherwise
      expressly provided, no remedy conferred herein or reserved to any party is
      intended to be exclusive of any other available remedy or remedies, but each
      and
      every such remedy shall be cumulative and shall be in addition to every other
      remedy given hereunder or now or hereafter existing at law or in equity;
      provided, however, that in no event shall either party have any liability to
      the
      other party with respect to consequential damages.


    
      
        
        

      

      
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    Section
      9.04.  Delay or Omission Not Waiver.  No delay or
      omission of either party to exercise any right or remedy provided hereunder
      upon
      an Event of Default (except a delay or omission pursuant to a written waiver)
      shall impair any such right or remedy or constitute a waiver of any such Event
      of Default or acquiescence therein.  Every right and remedy given by
      this Article IX or by law to either party may be exercised from time to time,
      and as often as may be deemed expedient by either party.  In order to
      entitle either party to exercise any remedy reserved to such party in this
      Article IX, it shall not be necessary to give any notice unless otherwise
      provided in Sections 9.01 or 9.02.

    


    


    ARTICLE
      X

    


    MISCELLANEOUS

    


    Section
      10.01.  Termination Event.  Farmer Mac and the Seller
      each must give the other party written notice of the occurrence of a Termination
      Event.  In the case of a Termination Event, such notice shall be
      accompanied by an opinion of counsel or an opinion of an independent accounting
      firm, as applicable, supporting the conclusion that a Termination Event has
      occurred.  Upon the declaration of the occurrence of a Termination
      Event; this Commitment shall terminate only in respect to the Qualified Loans
      affected by the Termination Event and be of no further force or
      effect.  A Termination Event will not affect the repurchase and resale
      obligations set forth in Section 5.01(f).

    


    Section
      10.02.  Accounting/Capital Treatment.  Neither Farmer
      Mac nor any of the directors, officers, employees or agents of Farmer Mac shall
      be under any liability for the accuracy, legality or soundness of the Seller’s
      intended accounting or capital treatment of the transaction contemplated by
      this
      Commitment or for the Seller’s interpretation of any accounting rules relating
      to its intended accounting or capital treatment of this
      transaction.

    


    Section
      10.03.  Servicing.  In connection with the servicing
      of the Qualified Loans in the Portfolio, although the Seller agrees to comply
      with the servicing standards set forth in the Servicing Contract, the parties
      agree that the Seller is not servicing the Portfolio for Farmer Mac until the
      Qualified Loans are removed from the Portfolio and sold to Farmer
      Mac.

    


    Section
      10.04.  Confidentiality.  During the term of this
      Commitment, the Seller and Farmer Mac shall each maintain the confidentiality
      of
      the terms and conditions set forth in this Commitment.  This shall not
      affect the right of the Seller or Farmer Mac to discuss generally the existence
      of the Commitment, the general impact of the Commitment, the size of the
      Portfolio and any other non-fee or non-pricing related
      information.  Each of the Seller and Farmer Mac shall disclose the
      terms of this Commitment to others only as may be required in connection with
      such party’s business or by law, regulation, financial disclosure and other
      accounting rules or other legal process and each party agrees to advise the
      other party of any such disclosure that is made to any person who is not a
      director, officer, or employee of the disclosing party or the disclosing party’s
      accountants, lawyers or auditors.

    


    Section
      10.05.  Benefit of Commitment.  Any reference to any
      of the parties to this Commitment shall be deemed to include the successors
      and
      assigns of such party.  All covenants and agreements herein contained
      are for the benefit of the parties hereto only, and nothing expressed or implied
      herein is intended to be for the benefit of any other Person.


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    Section
      10.06.  Amendments and Waivers.  No term, covenants,
      agreement or condition of this Commitment may be amended, nor any compliance
      therewith waived (either generally or in a particular instance and either
      retrospectively or prospectively) except by an instrument in writing duly
      executed and delivered by the parties hereto.

    


    Section
      10.07.  Notices.  All notices and communications
      provided for hereunder shall be in writing and shall be delivered by legible
      telecopy (receipt confirmed by telephone) or by a means that guarantees
      over-night delivery.  All notices and communications shall be
      addressed as follows.

    


    If
      to the Seller:

    


    Farm
      Credit Bank of Texas

    Attention:  General
      Counsel

    6210
      Highway 290 East

    Austin,
      Texas  78723

    Telecopy
      Number:  (512
      465-0564)

    


    


    If
      to Farmer Mac:

    


    Farmer
      Mac

    Attention:  General
      Counsel

    1133
      Twenty-First Street, N.W.

    Suite
      600

    Washington,
      DC 20036

    Telecopy
      No: (202)
      872-7713

    


    Section
      10.08.  Attorneys’ Fees.  If a legal action is
      commenced in connection with any dispute under this Commitment, the prevailing
      party shall be entitled to reasonable attorney fees, costs, and necessary
      disbursements incurred in connection with the related action as determined
      by
      the court.

    


    Section
      10.09.  Severability.  If any provision of this
      Commitment shall be invalid, illegal or unenforceable, such provision shall
      be
      severable from the remaining provisions of this Commitment, and the validity,
      legality and enforceability of the remaining provisions shall not in any way
      be
      affected or impaired thereby.

    


    Section
      10.10.  Multiple Counterparts.  This Commitment may
      be simultaneously executed in multiple counterparts, all of which shall
      constitute one and the same instrument and each of which shall be, and shall
      be
      deemed to be, an original.

    


    Section
      10.11.  Governing Law.  The terms of this Commitment
      shall be construed and interpreted in accordance with federal law.  To
      the extent federal law incorporates state law, that state law shall be the
      laws
      of the District of Columbia, without regard to the conflicts of laws provisions
      thereof.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    Section
      10.12.  Termination.  This Commitment shall terminate
      on the earlier of (a) the last day of the Commitment Term, (b) the date upon
      which the actions required upon the occurrence of a Termination Event, as set
      forth in Section 10.01, have been fulfilled by the Seller or Farmer Mac, as
      applicable, (c) at Farmer Mac’s or the Seller’s option, the date upon which an
      Event of Default has occurred, or (d) a date mutually agreed upon by the parties
      hereto.

    


    Section
      10.13.  Time is of the Essence.  Time is of the
      essence for all of the terms and provisions of this Commitment.

    


    Section
      10.14.  Farm Credit System Status.  Farmer Mac
      understands that the Seller is an institution of the Farm Credit System and
      that, as such, it and all of its assets are subject to joint and several
      liability of all Farm Credit System obligations as well as all other terms,
      conditions and restrictions set forth in the Farm Credit Act, as
      amended.  Farmer Mac also understands that the Seller’s access to
      funds for purposes of ongoing lending activity and operations is with other
      Farm
      Credit System banks in the issuance of joint and several debt obligations on
      the
      agency debt market.  This funding relationship is authorized in the
      Farm Credit Act of 1971, as amended, which requires Farm Credit System banks
      to
      have on hand collateral, including all eligible loans, proceeds and other assets
      of the bank equal to the amount of the outstanding indebtedness for with the
      bank is primarily liable.  Farmer Mac acknowledges that the funding
      relationship between the Seller and the other Farm Credit System banks in no
      way
      violates the restrictions on the Seller’s pledging or hypothecating loans in the
      Portfolio.  In the event of a purchase of a Qualified Loan by Farmer
      Mac under the terms of this Commitment, the Seller agrees to apply all of the
      proceeds of such purchase against the Seller’s indebtedness and to sell such
      Qualified Loan to Farmer Mac free of any lien or restriction.

    


    Section
      10.15.  Authorized Association.  The Seller agrees
      that it shall enter into a Field Servicing Agreement with one of the
      Associations in its district, Texas AgFinance, Farm Credit Services (the
“Authorized Association”), that shall authorize the Authorized Association to
      service the Qualified Loans in the Portfolio on behalf of the Seller and to
      communicate directly with Farmer Mac with respect to the servicing of such
      Qualified Loans subject to the Authorized Association providing prior written
      notice of such servicing actions and communications to Seller and subject
      further to the Seller not revoking or suspending such
      authorization.  To the extent that Seller has not given Farmer Mac
      written notice of the revocation or suspension of any such authorization granted
      to the Authorized Association, the Authorized Association will be considered
      to
      be a seller/servicer in the Farmer Mac program.  The Seller hereby
      agrees to notify Farmer Mac prior to revoking or suspending the authorization
      of
      the Authorized Association to take servicing actions on behalf of the Seller
      with respect to any Qualified Loan in the Portfolio subject to this Commitment
      and acknowledges that, to the extent that it has not provided Farmer Mac with
      such written notice, Seller shall be bound by servicing actions and
      communications to Farmer Mac made by a duly authorized representative of the
      Authorized Association.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Commitment to be duly
      executed by their duly authorized officers or representatives as of the date
      above first written.


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    Federal
      Agricultural Mortgage Corporation

    


    


    
      	
              By:

            	
               

            	
              /s/
                Tom Stenson

            	 
	 	
              Name:

            	
              Tom
                Stenson

            	 
	 	
              Title:

            	
              Executive
                Vice President

            	 


    

     

    


    Farm
      Credit Bank of Texas

    


    


    
      	
              By:

            	
               

            	
              /s/
                Kurt Thomas

            	 
	 	
              Name:

            	
              Kurt
                Thomas

            	 
	 	
              Title:

            	
              Vice
                President/Unit Manager,

            	 
	 	 	
              Association
                Direct Lending Unit

            	 


    

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORM
      OF OPINION OF COUNSEL FOR SELLER

    


    1.  The
      Seller has been duly organized and is validly existing as a Farm Credit Bank
      in
      good standing under the laws of the United States of America, has the full
      corporate power to conduct its business as now being conducted and is qualified,
      or need not be qualified, to conduct its business in all of the states in which
      it does, or plans to do business.

    


    2. The
      Seller has full right, power and authority to execute, deliver and perform
      its
      obligations under the Commitment; and the Commitment has been duly authorized,
      executed and delivered by the Seller; and the Commitment constitutes the legal,
      valid and binding obligation of the Seller, enforceable against the Seller
      by
      Farmer Mac in accordance with its terms except to the extent
      (i) enforcement thereof may be limited or affected by any applicable
      bankruptcy, insolvency, receivership, reorganization, moratorium or similar
      laws
      affecting creditors’ rights generally as such laws may be applied in the event
      of an insolvency or similar proceeding affecting the Seller, or (ii) principles
      of equity may limit the availability of certain remedies.

    


    3.  The
      individual or individuals who have executed the Commitment on behalf of the
      Seller have the legal power, right and actual authority to bind the Seller
      to
      the terms and conditions of the Commitment.

    


    4.  Neither
      the execution and delivery by the Seller of the Commitment, nor the fulfillment
      of the terms of the Commitment nor the compliance by the Seller with any of
      the
      provisions of the Commitment violate any provisions of the articles of
      incorporation/charter or bylaws of the Seller, or any law or regulations
      applicable to the Seller or court decree known to us to be applicable to the
      Seller; and, to the best of our knowledge (after having made inquiry with
      respect thereto), none of such actions will result in a breach of, or constitute
      a default under, any agreement, indenture or other instrument to which the
      Seller is a party or by which it is bound.

    


    5.  There
      is not pending or, to the best of our knowledge, threatened any action, suit,
      proceeding, inquiry or investigation at law or in equity or before any court,
      public board or regulatory agency, against or affecting the Seller or its assets
      wherein an unfavorable decision, ruling or finding would adversely affect the
      Seller’s powers of existence or the validity or enforceability of the
      Commitment, or which might result in any material adverse change in the business
      condition (financial or otherwise) or operation of the Seller, or which might
      adversely affect the Seller’s ability to perform its obligations under the
      Commitment.

    


    6.  There
      is no litigation or investigation pending or threatened, or any judgment or
      order entered, affecting the Qualified Loans (or any other mortgages that the
      Seller is servicing, which mortgages have interest rate and adjustment
      provisions similar to those contained in the adjustable rate Qualified
      Loans), at law or in equity by or before any federal or
      state court or governmental instrumentality or agency having jurisdiction over
      the Seller or the Qualified Loans.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    PURCHASE
      REQUEST AND CERTIFICATION

    


    
      	
              TO:

            	
              [

            	
              ]

            


    

    
      	
               

            	
              Farmer
                Mac

            


    

    1133
      21st Street,
      N.W.

    Suite
      600

    Washington,
      D.C. 20036

    


    DATE:_________
      [No later than the 7th business
      day of
      the month]

    


    SELLER
      PURCHASE REQUEST AND CERTIFICATION

    


    Farmer
      Mac Seller ID:

    


    The
      following Qualified Loans have become Tier I Qualified Loans pursuant to the
      Long-Term Standby Commitment to Purchase entered into between Farmer
      Mac and Farm Credit Bank of Texas (the “Seller”) as of August 1,
      2007 (the “Commitment”).  Accordingly, the Seller certifies that (i)
      all the information contained in the Qualified Loan
      Schedule submitted to the Custodian is correct and (ii) the Seller
      has transferred an undivided interest in such Qualified Loans to Farmer Mac.
      Capitalized terms used but not defined herein shall have the meanings set forth
      in the Commitment.

    


    
      	
              Farmer
                Mac Loan #

            	 	
              Current
                whole loan UPB

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


     [Note:                   Request
      with more than 25 loans must include a 3.5” floppy diskette in an
      ASCII  file  format with the following
      information:

    


    Fields
      O1-9 - Servicer Number

    Fields
      10-18 - Farmer Mac Loan Number

    Fields
      19-24 - Current Whole Loan UPB]

    


    Farm
      Credit Bank of Texas

    


    
      	
              By:

            	
               

            	 
	 	
              [Authorized
                Officer]

            	 
	 	 	 
	 	
              Contact
                Person:

            	 
	 	
              Name:

            	 
	 	
              Phone
                #:

            	 
	 	
              Address:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    Pending
      Litigation Schedule

    


    


    NONE

    


    


    


    


    EXHIBIT
      D

    


    Qualified
      Loan Schedule

    Tape
      Specifications

    


    


    


    


    EXHIBIT
      E

    


    Loan
      Set-up File

    


    


    EXHIBIT
      E IS NOT APPLICABLE BECAUSE NO QUALIFIED LOANS WILL BE ADDED TO THE PORTFOLIO
      AFTER THE EFFECTIVE DATE.

    


    


    


    


    EXHIBIT
      F

    Monthly
      Loan Activity Report

    Tape
      Specifications