exhibit4_47.htm


    
      
        

      



     

     

    NATIONAL
RURAL UTILITIES

    COOPERATIVE
FINANCE CORPORATION,

    as Seller
and Master Servicer

     

    and

     

    FEDERAL
AGRICULTURAL MORTGAGE CORPORATION,

    as
Purchaser

     

     

    MASTER
SALE AND SERVICING AGREEMENT

     

    Dated as of July 24,
2009  

     

    
      
        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    MASTER SALE AND SERVICING
AGREEMENT (this "Master Agreement")
made and entered into as of July 24, 2009 by and between NATIONAL RURAL
UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association organized
and existing under the laws of the District of Columbia (referred to herein as
"CFC," "Master Servicer" or
the "Seller"),
and FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally chartered
instrumentality of the United States (referred to herein as "Farmer Mac" or the
"Purchaser").

     

    WHEREAS,
Seller desires from time to time to sell to Purchaser, and Purchaser desires
from time to time to purchase from Seller, certain loans pursuant to the terms,
conditions and provisions of this Master Agreement and each related Commitment
Letter (as defined herein).

     

    NOW,
THEREFORE, the parties to this Master Agreement, in the capacities hereinabove
set forth, in consideration of the mutual agreements and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, do hereby
undertake and otherwise agree as follows:

     

    ARTICLE
I

    Defined
Terms

     

    Section
1.01. General
Definitions.  Whenever used in this Master Agreement, the
following words and phrases shall have the following meanings:

     

    10 Business Day
Notice:  The notice specified in Section 5.01(d).

     

    Accounting
Requirements:  Any system of accounts prescribed by a federal
regulatory authority having jurisdiction over the Member or, in the absence
thereof, the requirements of GAAP applicable to businesses similar to that of
the Member.

     

    Additional
Collateral Documents:  With respect to any Qualified Loan, any
security documents (including any UCC-1, UCC-2 or UCC-3 financing statement),
other than those listed in clauses (i) through (iv) of Section 2.03(b), that
evidence the creation or perfection of a security interest in the related
Mortgaged Property and are in the possession of or within the control of the
Purchaser.

     

    Advance:  With
respect to any Qualified Loan, as defined in the applicable Loan
Agreement.

     

    Affiliate:  With
respect to any particular Person, (a) any Person that, directly or indirectly,
is in control of, is controlled by, or is under common control with, such Person
or (b) any person who is a director or officer or general partner (i) of such
Person, (ii) of any subsidiary of such Person, or (iii) of any Person described
in clause (a) above.  For purposes of this definition, control of a
Person shall mean the power, direct or indirect, (i) to vote 5% or more of the
securities having ordinary voting power to elect the directors of such Person,
or (ii) to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.

     

    Amortization
Expense:  Determined in accordance with Accounting
Requirements.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Amount Held for
Future Distribution:  As to any Distribution Date, the total of
all amounts held in either the Collection Account or the Investment Account on
that Distribution Date on account of (i) Installment Payments due after the
preceding Due Date and (ii) Principal Prepayments received after the
preceding Due Date.

     

    Assignment:  With
respect to the Qualified Loans sold hereunder on each Sale Date, an assignment
by the Seller substantially in the form of Exhibit 1
hereto.

     

    Authorized
Officer:  The Chairman of the Board, the President, any
Executive Vice President, any Senior Vice President or any Vice
President.

     

    Average Equity to
Total Assets Ratio:  The average of a Borrower’s Equity to
Total Assets Ratio for the most recent three (3) full calendar years for which
financial information is available.

     

    Average Equity to
Total Capitalization Ratio:  The average of a Borrower’s Equity
to Total Capitalization Ratio for the most recent three (3) full calendar years
for which financial information is available.

     

    Average Long-Term
Debt to Net Utility Plant Ratio:  The average of a Borrower’s
Long-Term Debt to Net Utility Plant Ratio for the most recent three (3) full
calendar years for which financial information is available.

     

    Average Modified
Debt Service Coverage Ratio—Distribution:  The average of a
Borrower’s Modified Debt Service Coverage Ratio—Distribution for the most recent
three (3) full calendar years for which financial information is
available.

     

    Average Modified
Debt Service Coverage Ratio—G&T:  The average of a
Borrower’s Modified Debt Service Coverage Ratio—G&T for the most recent
three (3) full calendar years for which financial information is
available.

     

    Borrower:  The
obligor or obligors under a Qualified Loan.

     

    Borrower
Rating:  The borrower rating assigned by the Seller to a
Qualified Loan from time to time in accordance with the Seller’s internal risk
rating system.

     

    Business
Day:  Any day other than (i) a Saturday or a Sunday, (ii) a day
on which the Federal Reserve Bank of New York authorizes banking institutions in
the Second Federal Reserve District to be closed, (iii) a day on which banking
institutions in the District of Columbia or the State of New York are required
or authorized by law to be closed, or (iv) a day on which the principal offices
of the Purchaser or the Master Servicer are closed.

     

    Cash Liquidation
Proceeds:  All cash proceeds recovered by the Master Servicer
with respect to the termination of any Defaulted Loan, including all Other
Insurance Proceeds, Condemnation Proceeds and other payments or recoveries
whether made at one time or over a period of time, in connection with the sale
or assignment of such Defaulted Loan, trustee's sale, foreclosure sale or
otherwise.

     

    
      
        
        

      

      
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    Change in
Control:  Either (i) the consummation of a reorganization,
merger, or consolidation unless immediately after such reorganization, merger,
or consolidation the Master Servicer remains a cooperative organization and more
than 75 percent of its members are rural electric or rural telephone
cooperatives; or (ii) the sale or other disposition of all or substantially all
of the assets of the Master Servicer.

     

    CFC:  The
meaning set forth in the preamble hereto.

     

    Class A
Member:  Any Class A Member of CFC as described in CFC's Bylaws
currently in effect.

     

    Class B
Member:  Any Class B Member of CFC as described in CFC's Bylaws
currently in effect.

     

    Code:  The
Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.

     

    Collection
Account:  The Eligible Account or Accounts created and
maintained pursuant to Section 5.02(b).  Funds required to be
deposited in the Collection Account shall be held in trust for Farmer
Mac.

     

    Collection
Period:  With respect to any Distribution Date, the period from
and including the second Business Day of the month immediately preceding such
Distribution Date through and including the first Business Day of the month of
the Distribution Date.

     

    Commitment
Letter:  A commitment letter, substantially in the form of
Exhibit 2,
between the Seller and the Purchaser relating to the Qualified Loans to be
conveyed on the related Sale Date.  If a Commitment Letter relates to
more than one Qualified Loan, the Commitment Letter may have attached one or
more schedules that collectively set forth all of the requisite information with
respect to each Qualified Loan.

     

    Compliance
Certification:  The annual certification by a Borrower to CFC
under the related Loan Agreement.

     

    Condemnation
Proceeds: All awards or settlements in respect of a taking of an entire
Mortgaged Property by exercise of the power of eminent domain or
condemnation.

     

    Custodial
Agreement:  The Custodial Agreement by and between the
Purchaser and the Custodian, as the same may be amended, modified or
supplemented from time to time in accordance with the terms
thereof.

     

    Custodian:  U.S.
Bank National Association, in its capacity as Custodian under the Custodial
Agreement.

     

    Customary
Servicing Procedures:  With respect to the Master Servicer, the
customary and usual standards of practice employed by the Master Servicer when
servicing and administering loans in the Master Servicer's portfolio of a type
comparable to the Qualified Loans sold pursuant to this Master
Agreement.

     

    
      
        
        

      

      
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    Defaulted And
Qualified Loan Exception Report:  The report provided on an
Exception Basis to Farmer Mac by the Master Servicer pursuant to Section
5.01(g), providing information with respect to all Defaulted Loans and Qualified
Loans identified by Farmer Mac as “watch-listed” loans.  The Defaulted
And Qualified Loan Exception Report shall be provided in an electronic format
agreed upon between the parties, substantially in the form of Exhibit
3.

     

    Defaulted
Loan: Any
Qualified Loan as to which (i) any payment or part thereof, remains unpaid
for thirty (30) days or more after the original due date for such payment,
(ii) the related Borrower is subject to any bankruptcy or insolvency
proceeding, (iii) the lien of the related Mortgage has been foreclosed, the
related Mortgaged Property has been sold pursuant to a power of sale or
trustee's sale or repossessed, or proceedings for foreclosure, sale or
repossession have been commenced, or (iv) the Master Servicer has determined,
consistent with Customary Servicing Procedures, that such Qualified Loan is not
collectible.

     

    Defective
Loan:  Any loan which is required to be cured or repurchased
pursuant to Section 2.03(c) or Section 4.03(j).

     

    Depreciation and
Amortization Expense:  The amount constituting the depreciation
and amortization of the applicable Member computed in accordance with Accounting
Requirements.

     

    Distribution
Account:  The account or accounts established by Farmer Mac
into which the Master Servicer will make deposits on each Distribution Date
pursuant to Section 5.05.

     

    Distribution
Date:  The 15th day (or if such 15th day is not a Business Day,
the next succeeding Business Day) of each month.

     

    Due
Date:  With respect to any Qualified Loan, any date upon which
any Installment Payment is due in accordance with the terms of the related
Mortgage Note or Loan Agreement.  Unless otherwise specified in the
applicable Commitment Letter, the Due Date for a Qualified Loan shall be on the
first calendar day of a month, provided, however, that if
not a Business Day, then such Due Date shall be the next succeeding Business
Day.  The Due Date for a Qualified Loan is sometimes referred to as
the “Payment Date” in the applicable Loan Agreement.

     

    Eligible
Account:  An account that is a segregated account (including a
securities account) with an Eligible Depository that is either (i) maintained
with a depository institution the obligations of which would qualify as
Permitted Investments pursuant to clause (iii) of the definition thereof, (ii)
an account or accounts the deposits in which are insured by the Federal Deposit
Insurance Corporation, or (iii) an account or accounts in a depository
institution acting in its fiduciary capacity in which the deposits in such
accounts are held in trust and are invested in an account as described in (i) or
(ii) above or in Permitted Investments.  Funds deposited in each
Eligible Account shall be held in trust pending application in accordance with
the provisions of this Master Agreement.

     

    Eligible Class A
Member:  Each Class A Member that satisfies the following
criteria on the Sale Date of such Member's Qualified Loan:

     

    (i) Such
Member’s Average Long-Term Debt to Net Utility Plant Ratio does not exceed
90%;

     

    
      
        
        

      

      
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    (ii)  Such
Member’s Average Modified Debt Service Coverage Ratio—Distribution is at least
1.35;

     

    (iii)
Such Member’s Average Equity to Total Assets Ratio is at least 20%;
and

     

    (iv) Such
Member’s Qualified Loan has a Facility Rating of "4.9" or lower.

     

    Eligible Class B
Member:  Each Class B Member that satisfies the following
criteria on the Sale Date of such Member's Qualified Loan:

     

    (i) Such
Member’s Average Equity to Total Capitalization Ratio at least 25%;

     

    (ii) Such
Member’s Average Modified Debt Service Coverage Ratio—G&T is at least
1.10;

     

    (iii)
Such Member’s Average Equity to Total Assets Ratio is at least 10%;
and

     

    (iv) Such
Member’s Qualified Loan has a Facility Rating of "4.9" or lower.

     

    Eligible
Depository:  Any Reserve Bank or any other depository
institution or trust company incorporated under the laws of the United States of
America or any state thereof and subject to supervision and examination by
federal or state banking authorities, which institution or company is approved
in writing by an Authorized Officer of the Purchaser.

     

    Equities and
Margins:  Determined in accordance with Accounting
Requirements.

     

    Equity:  With
respect to any Member, the aggregate of such Member's equities and margins
computed pursuant to Accounting Requirements.

     

    Equity to Total
Assets Ratio: Determined in accordance with Accounting
Requirements.

     

    Equity to Total
Capitalization Ratio:  Determined in accordance with Accounting
Requirements.

     

    Exception
Basis:  With respect to the Defaulted And Qualified Loan
Exception Report provided by the Servicer hereunder, a report that is required
only in the event that information or data exists for the reporting period to
which such report relates.

     

    Facility
Rating:  The facility rating assigned by the Seller to a
Qualified Loan from time to time in accordance with the Seller’s internal risk
rating system.

     

    Farmer
Mac:  The Federal Agricultural Mortgage Corporation, a
federally chartered instrumentality of the United States, together with its
successors and assigns.

     

    Form
7:  The reporting form designated as such by RUS, or in the
event a Borrower does not borrow from RUS, the reporting form designated as such
by CFC for its Class A Members.

     

    GAAP:  Generally
accepted accounting principles in the United States as in effect from time to
time.

     

    
      
        
        

      

      
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    Governmental
Authority:  Any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.

     

    Insolvency
Event:  With respect to any Person, such Person (a) generally
is not paying their debts as such debts become due or (b) admits in writing
their inability to pay their debts generally, (c) makes a general assignment for
the benefit of creditors, (d) files a voluntary petition in bankruptcy, (e) is
adjudged as bankrupt or insolvent, or has had entered against such Person an
order for relief in any bankruptcy or insolvency proceeding, (f) files a
petition or answer seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, (g) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against such Person in any
proceeding specified in clause (i) below, (h) seeks, consents to or acquiesces
in the appointment of a trustee, receiver or liquidator of such Person or of all
or any substantial part of the assets of such Person or (i) fails to obtain
dismissal within sixty (60) days of the commencement of any proceeding against
such Person seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or regulation,
or the entry of any order appointing a trustee, liquidator or receiver of such
Person or of such Person's assets or any substantial portion
thereof.

     

    Installment
Payment:  With respect to any Qualified Loan and any Due Date,
any payment of principal and/or interest thereon in accordance with the
amortization schedule of such Qualified Loan (after adjustment for any
curtailments occurring prior to the Due Date but before adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).

     

    Interest
Expense:  Determined in accordance with Accounting
Requirements.

     

    Investment
Account:  The Eligible Account or Accounts created and
maintained pursuant to Section 5.02(c).  Funds required to be
deposited in the Investment Account shall be held in trust for Farmer
Mac.

     

    Key Ratio Trend
Analysis:  An annual report
generated by the Seller containing key financial and operating ratios and other
growth indicators for each Borrower.

     

    Loan
Agreement:  An original loan agreement to which the applicable
Borrower is a party and providing for the Qualified Loan which is evidenced by
the related Mortgage Note and secured by the related Mortgage.

     

    Loan Interest
Rate:  With respect to any Qualified Loan, the per annum rate
of interest borne thereby as specified in the Mortgage Note or the Loan
Agreement relating to such Qualified Loan.

     

    Loan Setup
File:  The information about each Qualified Loan serviced by
the Master Servicer, as provided to Farmer Mac by the Master Servicer pursuant
to Section 5.01(g).  The Loan Setup File shall be provided in an
electronic format agreed upon between the parties, substantially in the form of
Exhibit
4.

     

    
      
        
        

      

      
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    Long-Term Debt:
With respect to any Qualified Loan and any Member, is determined in
accordance with the Uniform System of Accounts prescribed at the time by RUS or,
if such Member is not required to maintain its accounts in accordance with said
Uniform System of Accounts, otherwise determined in accordance with
GAAP.

     

    Long-Term Debt to
Net Utility Plant Ratio:  With respect to a Borrower, means the
ratio obtained by dividing the amount of such Borrower’s Long-Term Debt by its
Net Utility Plant, and expressing the quotient as a percentage.

     

    Master
Agreement:  This Master Sale and Servicing Agreement, as it may
be modified, amended or supplemented in accordance with the applicable
provisions hereof.

     

    Master
Servicer:  National Rural Utilities Cooperative Finance
Corporation.

     

    Master Servicer's
Loans:  As defined in Section 5.01(b).

     

    Master Servicer’s
Report:  The report regarding activity with respect to each
Qualified Loan, as provided monthly to Farmer Mac by the Master Servicer
pursuant to Section 5.01(g).  The Master Servicer’s Report shall be
provided in an electronic format agreed upon between the parties, substantially
in the form of Exhibit
5.

     

    Member:  Any
Person who is member of Seller.

     

    Modified Debt
Service Coverage Ratio—Distribution:  With respect to each
Class A Member, the ratio determined as follows: for any calendar year the sum
of (i) Operating Margins, (ii) Non-Operating Margins—Interest, (iii) Interest
Expense, (iv) Depreciation and Amortization Expense, and (v) cash received in
respect of generation and transmission and other capital credits, and divide the
sum so obtained by the sum of all payments of Principal and Interest Expense
required to be made during such calendar year; provided, however, that in the
event that any amount of Long-Term Debt has been refinanced during such year,
the payments of Principal and Interest Expense required to be made during such
year on account of such refinanced amount of Long-Term Debt shall be based (in
lieu of actual payments required to be made on such refinanced amount of
Long-Term Debt) upon the larger of (i) an annualization of the payments required
to be made with respect to the refinancing debt during the portion of such year
such refinancing debt is outstanding or (ii) the payment of Principal and
Interest Expense required to be made during the following year on account of
such refinancing debt.

     

    Modified Debt
Service Coverage Ratio—G&T:  With respect to each Class B
Member, the ratio determined as follows: for any calendar year the sum of (i)
Operating Margins, (ii) Non-Operating Margins—Interest, (iii) Interest Expense,
(iv) Depreciation and Amortization Expense, and (v) cash received in respect of
generation and transmission and other capital credits, and divide the sum so
obtained by the sum of all payments of Principal and Interest Expense required
to be made during such calendar year; provided, however, that in the
event that any amount of Long-Term Debt has been refinanced during such year,
the payments of Principal and Interest Expense required to be made during such
year on account of such refinanced amount of Long-Term Debt shall be based (in
lieu of actual payments required to be made on such refinanced amount of
Long-Term Debt) upon the larger of (i) an annualization of the payments required
to be made with respect to the refinancing debt during the portion of such year
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    debt is
outstanding or (ii) the payment of Principal and Interest Expense required to be
made during the following year on account of such refinancing debt.

     

    Mortgage:  An
original mortgage, deed of trust or other instrument that constitutes a first
lien on an interest in real property securing a Mortgage Note.  Such
Mortgage may be an RUS form of mortgage, a CFC form of mortgage or the form
specified by another lender and agreed to by CFC.  It is understood
that the Mortgages provide that one or more promissory notes may be secured by
such Mortgage without being specifically identified in such Mortgage and without
such Mortgage being amended to reflect such fact.

     

    Mortgage
File:  The mortgage documents listed in Section 2.03(b)
pertaining to the applicable Qualified Loan.

     

    Mortgage
Note:  The originally executed secured promissory note or other
evidence of indebtedness of a Borrower under a Qualified Loan, together with all
riders thereto and amendments thereof.

     

    Mortgaged
Property:  The underlying real property, improvements, fixtures
and personal property, as more particularly described in each Mortgage, that
constitutes the collateral securing the related Qualified Loan.

     

    Net Loan Interest
Rate:  With respect to any Qualified Loan, the Loan Interest
Rate applicable to such Qualified Loan, net of the Servicing Fee Rate applicable
to such Qualified Loan.

     

    Net Utility
Plant:  The amount constituting the total utility plant of the
Borrower, less depreciation computed in accordance with Accounting
Requirements.

     

    Non-Operating
Margins—Interest:  The amount representing the interest
component of Non-Operating Margins of the applicable Member computed in
accordance with Accounting Requirements.

     

    Officer's
Certificate:  With respect to any Person, a certificate signed
by the Governor, the Chairman of the Board, the Vice Chairman of the Board, the
President, any Executive Vice President, Senior Vice President, Vice President
or Second Vice President, and any of the Treasurer, the Secretary, or any of the
Assistant Treasurers or Assistant Secretaries of such Person delivered pursuant
to this Master Agreement.

     

    Operating
Margins:  Determined in accordance with Accounting
Requirements.

     

    Opinion of
Counsel:  A written opinion of counsel of a law firm reasonably
acceptable to the recipient thereof.  Any Opinion of Counsel may be
provided by in-house counsel of a Person if reasonably acceptable to the
addressee thereof.

     

    Other Insurance
Proceeds:  Proceeds of any hazard policy or other insurance
policy covering a Mortgaged Property, to the extent such proceeds are not to be
applied to the restoration of such Mortgaged Property or released to the
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    procedures
that the Master Servicer would follow in servicing Qualified Loans held for its
own account.

     

    Other Pledged
Obligations:  With respect to any Borrower, any notes or bonds
of such Borrower payable to the Seller which are pledged to secure any other
notes or bonds issued by the Seller to Farmer Mac or any Affiliate
thereof.

     

    Other Sold
Obligations:  With respect to any Borrower, any notes or bonds
of such Borrower payable to the Seller which are sold by the Seller or any
Affiliate thereof to Farmer Mac or any Affiliate thereof or to any trust whose
beneficial ownership is owned or controlled by Farmer Mac or an Affiliate
thereof.

     

    Permitted
Investments:  One or more of the following, but only to the
extent permitted by applicable regulations:

    
 

    (i)                 obligations
of, or guaranteed as to principal and interest by, Farmer Mac or the United
States or any agency or instrumentality thereof;

    


    (ii)                   repurchase
agreements on obligations specified in clause (i), which repurchase agreements
will mature not later than the day preceding the immediately following
Remittance Date, provided that (a) the unsecured short-term obligations of the
party agreeing to repurchase such obligations are at the time rated not less
than A-1 by Standard & Poor’s and not less than Prime-1 by Moody’s, (b)
such repurchase agreements are effected with a primary dealer recognized by a
Federal Reserve Bank or (c) such repurchase agreements are secured by
obligations specified in clause (i) above at not less than 102% of market value
determined on a daily basis;

    


    (iii)                    demand
and time deposits in, certificates of deposit of, or bankers’ acceptances
maturing in not more than 60 days and issued by, any depository institution or
trust company incorporated under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal and/or state
banking authorities, so long as at the time of such investment or contractual
commitment providing for such investment the commercial paper or other
short-term debt obligations of such depository institution or trust company (or,
in the case of a depository institution that is the principal subsidiary of a
holding company, the commercial paper or other short-term obligations of such
holding company) have a rating of not less than A-1 from Standard &
Poor’s and a rating of not less than Prime-1 from Moody’s;

    


    (iv)                    commercial
paper (having remaining maturities of not more than 60 days) of any corporation
incorporated under the laws of the United States or any state thereof, which on
the date of acquisition has been rated not less than A-1 from
Standard & Poor’s and not less than Prime-1 by Moody’s;
and

    


    (v)                   securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state 

     

    
      
        
        

      

      
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    thereof
if such securities are rated in the highest long-term unsecured rating
categories at the time of investment or the contractual commitment providing for
such investment by Standard & Poor’s and Moody’s; provided, however, that
securities issued by any particular corporation will not be Permitted
Investments to the extent that investment therein will cause the then
outstanding principal amount of securities issued by such corporation and held
as part of the Collection Account to exceed 10% of  the outstanding
principal balance of the Qualified Loans being serviced under this Master
Agreement (it being understood that the entity directing the investment shall be
responsible for compliance with the foregoing restriction on
investments);

    


      (vi)                    units
of a taxable money-market portfolio rated “P-1” by Moody’s and “AAAm” by
Standard & Poor’s and restricted to investments in obligations issued or
guaranteed by the United States of America or entities whose obligations are
backed by the full faith and credit of the United States of America and
repurchase agreements collateralized by such obligations;

    


    (vii)                 units
of a taxable money-market portfolio restricted to investments which would be
“Permitted Investments” under paragraphs (i) through (vi) of this definition of
“Permitted Investments”; and

    


     (viii)                 any
other obligation or security that is acceptable to (and specified in writing by)
Farmer Mac and that is an eligible non-program investment for Farmer Mac under
applicable investment management regulations promulgated by the Farm Credit
Administration (currently 12 C.F.R. § 652.35).

    


    The foregoing is qualified to the
extent that no instrument described above shall be a Permitted Investment if
such instrument evidences either (x) a right to receive only interest payments
with respect to the obligations underlying such instrument or (y) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations.

     

    Person:  Any
legal person, including any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
Governmental Authority.

     

    Prepayment
Premium:  With respect to any Qualified Loan, any premium or
yield maintenance payment paid or payable, as the context requires, by the
related Borrower in connection with any Principal Prepayment, as specified in
the related Commitment Letter and Loan Agreement.

     

    Principal and
Interest Expense:  Determined in accordance with Accounting
Requirements.

     

    Principal
Prepayment:  Any payment or other recovery of principal on a
Qualified Loan which is received in advance of its scheduled Due Date, which is
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    of
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment.

     

    Purchase
Price:  The amount
required to be paid by the Purchaser to the Seller for the purchase of Qualified
Loans, as set forth in the related Commitment Letter for such Qualified
Loans.

     

    Purchaser:  Farmer
Mac.

     

    Qualified
Loan:  A loan, or an interest in a loan, for an electric or
telephone facility that satisfies the following criteria:

     

    
      	
              i.  

            	
              The
      Borrower is either an Eligible Class A Member or an Eligible Class B
      Member that has received, or is eligible to receive, a loan from RUS under
      the Rural Electrification Act of
1936.

            


    

     

    
      	
              ii.  

            	
              Such
      loan is a fixed or variable rate term loan that was closed by the
      Seller.  At the time of sale, such loan has an outstanding
      principal amount of up to $15 million (or any higher amount permitted by
      Farmer Mac and specified as the Purchase Price for a Qualified Loan in the
      applicable Commitment Letter) and a remaining period until maturity in the
      range of one (1) to thirty-five (35) years, provided that
      if such loan provides for an interest rate reset, the resets shall occur
      no more frequently than once every month.  Such loan is secured
      by substantially all of the assets of the Borrower.  Such assets
      may also secure one or more prior or future loans made by the Seller, RUS
      or another party to the same
Borrower.

            


    

     

    
      	
              iii.  

            	
              Such
      loan is payable in full upon maturity or amortizes on a level principal or
      level debt service basis.

            


    

     

    
      	
              iv.  

            	
              Interest
      is payable on such loan monthly, semi-annually or annually, as specified
      in the applicable Commitment Letter.  Unless otherwise specified
      in the related Commitment Letter, interest due under the loan shall be
      calculated on the basis of a 360-day year consisting of twelve 30-day
      months.

            


    

     

    
      	
              v.  

            	
              The
      documentation for such loan provides that in the event of prepayment of a
      fixed rate loan on any date other than an interest reset date, the
      Borrower must pay a Prepayment
Premium.

            


    

     

    
      	
              vi.  

            	
              The
      full amount of such loan is advanced by the time of sale and no further
      draws are permitted.

            


    

     

    
      	
              vii.  

            	
              At
      the time of the sale, the Seller will have at least one other loan to the
      same Borrower in the Seller's portfolio.  In addition, at the
      time of sale, it will be the intention of the Seller to maintain a credit
      relationship with such Borrower until such time as the loan to such
      Borrower purchased by the Purchaser pursuant to this Master Agreement is
      repaid in full.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              viii.  

            	
              No
      event of default with respect to such loan shall have been declared by the
      Seller and be continuing at the time of
sale.

            


    

     

    
      	
              ix.  

            	
              Such
      loan shall have been documented in accordance with the Seller's existing
      practices and procedures at the time such loan was closed, provided that
      prior to its sale hereunder to the Purchaser, the Mortgage Note and
      related Loan Agreement will be prepared and will include all of the
      provisions of a Qualified Loan contemplated by this Master
      Agreement.

            


    

     

    
      	
              x.  

            	
              The
      principal balance of such loan, when aggregated with (x) the aggregate
      principal balance of all loans to the same Borrower previously sold
      hereunder, (y) the aggregate principal balance of all Other Pledged
      Obligations with respect to the same Borrower and (z) the aggregate
      principal balance of all Other Sold Obligations with respect to the same
      Borrower, will not exceed $35,000,000 (or any higher amount permitted by
      Farmer Mac and communicated to CFC in
writing).

            


    

     

    
      	
              xi.  

            	
              The
      principal balance of such loan, when aggregated with (x) the aggregate
      principal balance of all loans to the same Borrower previously sold
      hereunder and (y) the aggregate principal balance of all Other Sold
      Obligations with respect to the same Borrower, will not exceed $15,000,000
      (or any higher amount permitted by Farmer Mac and communicated to CFC in
      writing).

            


    

     

    
      	
              xii.  

            	
              With
      respect to any loan, the Borrower of which is a Class B Member, the
      principal balance of such loan, when aggregated with (x) the aggregate
      principal balance of all other loans to Class B Members previously sold
      hereunder, (y) the aggregate principal balance of all Other Sold
      Obligations with respect to Class B Members and (z) the aggregate
      principal balance of all Other Pledged Obligations with respect to Class B
      Members, will not exceed 20% (or any higher percentage permitted by Farmer
      Mac and communicated to CFC in writing) of the sum of (a) the
      aggregate principal balance of all loans sold hereunder, (b) the aggregate
      principal balance of all Other Pledged Obligations and (c) the aggregate
      principal balance of all Other Sold
Obligations.

            


    

     

    
      	
              xiii.  

            	
              With
      respect to any loan, the Borrower of which is a Class B Member, the
      principal balance of such loan, when aggregated with (x) the aggregate
      principal balance of all other loans to Class B Members previously sold
      hereunder and (y) the aggregate principal balance of all Other Sold
      Obligations with respect to Class B Members, will not exceed 10% (or any
      higher percentage permitted by Farmer Mac and communicated to CFC in
      writing) of the sum of (a) the aggregate principal balance of all loans
      sold hereunder, (b) the aggregate principal balance of all Other Pledged
      Obligations and (c) the aggregate principal balance of all Other Sold
      Obligations.

            


    

     

    
      	
              xiv.  

            	
              Unless
      otherwise specified in the related Commitment Letter, the repayment terms
      of such Qualified Loan shall not provide a conversion option exercisable
      by the Borrower to convert to a different loan
  product.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Qualified Loan
Receipts:  The sum of (i) all amounts paid by Borrowers on
account of Qualified Loans that is on deposit in the Collection Account or the
Investment Account on the Distribution Date, including Borrower Payments, Cash
Liquidation Proceeds, and Other Insurance Proceeds, and (ii) any amount in
respect of Defective Loans purchased by the Seller pursuant to Section 2.03(c)
or Section 4.03(j), less
the sum of (i) any Amount Held for Future Distribution and (ii) all amounts
permitted to be retained or withdrawn by the Master Servicer pursuant to Section
5.04.

     

    REO
Property:  A Mortgaged Property acquired on behalf of the
Purchaser through foreclosure or deed-in-lieu of foreclosure in connection with
a Defaulted Loan.

     

    Repurchase
Price:  With respect to any Qualified Loan, the unpaid
principal balance thereof together with accrued and unpaid interest thereon at
the Loan Interest Rate to the date of repurchase.

     

    Reserve
Bank:  Any U.S. Federal Reserve Bank, including its
branches.

     

    Responsible
Officer:  When used with respect to the Purchaser or the Master
Servicer, any officer of such Person, including any Governor, Chairman or any
President, any Executive Vice President, any Senior Vice President, Vice
President, any Assistant Vice President, any Assistant Treasurer, any Assistant
Secretary or any other officer of such party customarily performing functions
similar to those performed by the persons who at the time shall be such
officers.

     

    RUS:  The
Rural Utilities Service of the United States Department of Agriculture, acting
by and through the Administrator of the Rural Utilities Service, and including
any successor agencies or departments.

     

    Sale
Date:  Each closing date upon which the sale of one or more
Qualified Loans is sold to Purchaser.  Each Sale Date shall occur on
the first Business Day of a month unless otherwise specified in the related
Commitment Letter.

     

    SEC:  The
United States Securities and Exchange Commission.

     

    Securities
Offering:  Any transaction in which Farmer Mac guarantees the
payment of principal and interest on securities that represent interests in, or
obligations fully backed by, any pool of loans that includes any Qualified Loan
sold to the Purchaser hereunder and such securities are offered pursuant to a
registration statement under the Securities Act of 1933, as
amended.

    


    Seller:  National
Rural Utilities Cooperative Finance Corporation.

     

    Servicer
Default:  An event described in Section 5.11.

     

    Servicing Advance
Account:  The account established on the Master Servicer’s
books and records by the Master Servicer in which it shall record all funds paid
through advances of the Master Servicer in connection with the Qualified
Loans.  All recoveries of such advances from the Borrower or
reimbursements of such advances by Farmer Mac shall also be recorded to this


     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    account.  The
account may be located in the same account as the Collection Account, but for
which separate records (or entries) shall be maintained.

     

    Servicing
Advances:  With respect to each Qualified Loan, all customary
and reasonable costs and expenses (including the reasonable fees and
disbursements of counsel to the Master Servicer) incurred in accordance with the
Customary Servicing Procedures of the Master Servicer in the performance by the
Master Servicer of its servicing obligations consisting of or relating to (i)
the preservation, restoration and protection of the related Mortgaged Property,
(ii) any enforcement or remedial activities or judicial proceedings,
including foreclosures and (iii) the amendment, modification, restructuring
or work-out of such Qualified Loan.

     

    Servicing
Certificate:  A certificate completed and executed by a
Servicing Officer on behalf of the Master Servicer in accordance with Section
5.15.  Each Servicing Certificate shall be substantially in the form
of Exhibit 6
hereto (with such changes and modifications as the Master Servicer and the
Purchaser shall agree).

     

    Servicing
Fee:  With respect to each Qualified Loan, the product of (i)
the Servicing Fee Rate with respect to such Qualified Loan, and (ii) the
outstanding principal amount of such Qualified Loan, as determined in the
following sentence.  The Servicing Fee shall be payable on the
Distribution Date corresponding to the Due Date that interest on such Qualified
Loan is payable and computed on the basis of the same time period with respect
to which interest on such Qualified Loan is computed, without giving effect to
any principal amount of such Qualified Loan paid or payable on the applicable
Due Date.

     

    Servicing Fee
Rate:  With respect to each Qualified Loan, a rate per annum as
specified in the related Commitment Letter.

     

    Servicing
File:  The comprehensive
set of files maintained in an organized format by the Master Servicer to
properly document all current and pertinent information related to a Qualified
Loan.  These files may consist of documents maintained in hard copy
form or easily accessible electronic data and shall include at a minimum the
following documents pertaining to each Qualified Loan:

     

    
      	
              i.  

            	
              a
      copy of the most recent Compliance Certification by an officer of the
      related Borrower;

            


    

     

    
      	
              ii.  

            	
              the
      most recent fiscal year-end certified audit of such
    Borrower;

            


    

     

    
      	
              iii.  

            	
              a
      copy of the most recent unaudited annual financial statements of such
      Borrower (which may be set forth on a Seller form or Form
    7);

            


    

     

    
      	
              iv.  

            	
              copies
      of the Form 7 of such Borrower for each of the three most recent
      years;

            


    

     

    
      	
              v.  

            	
              the
      most recent Key Ratio Trend Analysis, as
  available;

            


    

     

    
      	
              vi.  

            	
              the
      most recent narrative with respect to such Borrower, as prepared by the
      Seller;

            


    

     

    
      	
              vii.  

            	
              the
      most recent Borrower Rating of such
Borrower;

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	
              viii.  

            	
              all
      correspondence between the Master Servicer and such Borrower that pertains
      to the Qualified Loan sold under this Master Agreement, or to the
      collateral by which it is secured, from origination of the Qualified Loan
      until payoff or foreclosure; and

            


    

     

    
      	
              ix.  

            	
              documentation
      of any loan servicing actions taken with respect to the Qualified
      Loan.

            


    

     

    Servicing
Officer:  Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Qualified Loans whose
name and specimen signature appears on a list of Servicing Officers furnished to
the Purchaser by the Master Servicer from time to time.

     

    Total Assets
Ratio:  With respect to any Member, an amount constituting the
total assets of such Member computed pursuant to Accounting
Requirements.

     

    Total
Capitalization Ratio: With respect to any Member, the Total Margins and
Equity as a percentage of the sum of (1) Total Margins and Equity plus (2) Long-Term
Debt.

     

    Total Margins and
Equity: With respect to any Member, such Member's total margins and
equity computed pursuant to Accounting Requirements.

     

    Transaction
Documents:  This Master Agreement, each Assignment and each
Commitment Letter.

     

    Section
1.02                                Other Definitional
Provisions.

     

    (a)           All
terms defined in this Master Agreement shall have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.

     

    (b) As used
in this Master Agreement or other document made or delivered pursuant hereto or
thereto, accounting terms not defined in this Master Agreement or in any
certificate or other document, and accounting terms partly defined in this
Master Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under
GAAP.  To the extent that the definitions of accounting terms in this
Master Agreement or in any certificate or other document are inconsistent with
the meanings of such terms under GAAP in effect on the date hereof, the
definitions contained in this Master Agreement or in any certificate or other
document shall control.

     

    (c) The words
"hereof," "herein," "hereunder," and words of similar import when used in this
Master Agreement shall refer to this Master Agreement as a whole and not to any
particular provision of this Master Agreement; Section and Exhibit references
contained in this Master Agreement are references to Sections and Exhibits in or
to this Master Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation."

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (d) The
definitions contained in this Master Agreement are applicable to the singular as
well as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.

     

    


     

    ARTICLE
II

    Applicable
Documentation; Sale of Qualifying Qualified Loans

     

    
      	
              Section
      2.01.  

            	
              Commitment to
      Purchase.

            


    

     

    (a) From time
to time, the Seller may present one or more loans for sale to the
Purchaser.  If the Purchaser determines that such loans meet its
eligibility criteria, then the Purchaser and the Seller may execute a Commitment
Letter, in the form of Exhibit 2 hereto,
setting forth the terms of the sale and delivery of such Qualified
Loans.

     

    (b) The
execution of a Commitment Letter by the Seller and the Purchaser with respect to
a Qualified Loan shall obligate the Seller to deliver, and shall obligate the
Purchaser to pay for, the related Qualified Loan.  In the event the
Seller does not deliver a Qualified Loan on the related Sale Date, or in the
event the Purchaser does not pay for a Qualified Loan on the related Sale Date,
then the defaulting party shall be liable to the non-defaulting party for proven
monetary damages (if any) available to it under applicable law.

     

    (c) Upon
execution of a Commitment Letter as set forth in Section 2.01(b), the Seller
shall sell, and the Purchaser shall purchase, on the terms and conditions stated
herein and in the related Commitment Letter, without recourse, except as
specifically set forth herein, all of the Seller's right, title and interest in,
to and under Qualified Loans, as set forth in such Commitment
Letter.

     

    (d) The terms
and conditions set forth in the Commitment Letter with respect to each Qualified
Loan and Sale Date shall be incorporated herein.  In the event of any
conflict between the terms of this Master Agreement and the related Commitment
Letter, the Commitment Letter shall control.

     

    
      	
              Section
      2.02.  

            	
              Confirmation, Timing,
      Delivery

            


    

     

    (a) Seller
Notification and Offer by Purchaser.  The Seller shall notify
Farmer Mac of the desired Sale Date with respect to one or more Qualified Loans
by delivering a Loan Setup File not later than seven (7) Business Days prior to
the desired Sale Date.  Upon receipt of a Loan Setup File, if Farmer
Mac determines that one or more Qualified Loans meet its eligibility criteria,
Farmer Mac shall prepare a Commitment Letter and deliver to the Seller a copy of
such Commitment Letter signed by Farmer Mac no later than five (5) Business Days
prior to the desired Sale Date.  Farmer Mac shall deliver the signed
Commitment Letter to the Seller via facsimile transmission to Director,
Strategic Project Management at 703-709-6776.  Such notification
evidences the Purchaser’s offer to purchase the Qualified Loans referenced
therein under the terms and conditions set forth in such Commitment Letter and
this Master Agreement, which offer shall expire at the close of business on the
Commitment Expiration Date specified in the Commitment Letter if not accepted by
the Seller before that date.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (b) Acceptance
by Seller.  If the Seller accepts the offer set forth in the
Commitment Letter, then the Seller shall notify Farmer Mac of its acceptance by
executing and returning a copy of the Commitment Letter to Farmer Mac no later
than five (5) Business Days prior to the Sale Date referenced
therein.  The Seller shall deliver the signed Commitment Letter to
Farmer Mac via e-mail to capitalmarkets@farmermac.com and
AccountingOps@farmermac.com or by any other method or to any other person
specified in writing to the Seller by Farmer Mac from time to
time.  Such notification evidences the Seller’s irrevocable commitment
to sell and deliver to Farmer Mac the Qualified Loans referenced therein under
the terms and conditions set forth in such Commitment Letter and this Master
Agreement.

     

    (c) Funds
Transfer by Purchaser.  Farmer Mac will purchase all Qualified
Loans sold under this Master Agreement via a wire transfer of funds on the
related Sale Date.  Farmer Mac will prepare a loan settlement report
confirming the Loan Interest Rate and other applicable information for each
Qualified Loan referenced in a signed Commitment Letter and deliver such report
to the Seller via e-mail to MSG-Strategic.Projects@nrucfc.coop and
Josh.Silverman@nrucfc.coop by 9:00 a.m. eastern time on the related Sale
Date.  The Seller shall confirm, via return e-mail to
AccountingOps@farmermac.com no later than 10:00 a.m. eastern time on the related
Sale Date, the accuracy of the information set forth in the loan settlement
report and the Master Servicer’s expectation to receive funds for the sale of
the applicable Qualified Loans on the related Sale Date.  The wire
transfer of funds will normally be scheduled for transmission by 12:00 p.m.
eastern time, but in no event later than 5:00 p.m. eastern time.  The
Seller shall provide Farmer Mac with written wire transfer instructions in the
Commitment Letter, which shall include the name and phone number of the person
requesting the wire, the wire instructions of the bank where the funds are to be
wired, and the calculation of the dollar amount of the funds to be
wired.

     

    (d) Delivery
by Seller.

     

    (i)           Assignment.  The
Seller, simultaneously with the payment of the Purchase Price, shall execute and
deliver to the Purchaser an Assignment with respect to the related Qualified
Loans substantially in the form attached hereto as Exhibit 1, or in such
other form as the Purchaser may reasonably require, provided, however, that no
such form shall contain any provision indicating or referencing that the Seller
retains any rights, obligations or liabilities with respect to the Qualified
Loan, or any recourse by the Purchaser to the Seller in connection therewith,
except as otherwise explicitly set forth in this Master Agreement.

     

    (ii)           Mortgage File.  On
each Sale Date, the Seller shall transmit for delivery to the Custodian, on
behalf of the Purchaser, all of the documents referred to in Section 2.03(b)
with respect to the applicable Qualified Loans, with the Purchaser entitled to
all interest and principal received on or with respect to the applicable
Qualified Loans from and after the Sale Date (other than payments due on such
Qualified Loans on or before the Sale Date and other than that portion of any
payment of interest received after the Sale Date that represents interest
accruing on or prior to the Sale Date).  Such delivery shall be made
against payment by the Purchaser to the Seller of the Purchase
Price.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (iii)           Other Transfer
Documentation.  The Seller shall execute, acknowledge and
deliver all other documents furnished to the Seller by the Purchaser as may be
necessary to effectuate the transfer contemplated by this Section 2.02 to the
Purchaser of all right, title and interest of the Seller in and to the Qualified
Loans and the related Mortgages.

     

    


     

    (e) Interest
Payments on Qualified Loans.  Unless otherwise specified in the
related Commitment Letter, interest due under each Qualified Loan shall be
calculated on the basis of a 360-day year consisting of twelve 30-day
months.  For illustration purposes, if the first calendar day of the
month is a Saturday and the following Monday is a holiday, the first Business
Day of that month would be the following Tuesday.  Assuming that the
month in this example is a 30-day month, a Qualified Loan purchased by Farmer
Mac on that Tuesday would have 27 days of interest accrual for that
month.  Farmer Mac also acknowledges and agrees that, unless otherwise
specified in the applicable Commitment Letter, the first required Installment
Payment for each Qualified Loan shall be for the payment of interest only and
all subsequent Installment Payments shall be for the payment of interest and
principal.

     

    
      	
              Section
      2.03.  

            	
              Servicing File and
      Mortgage File.

            


    

     

    (a) Servicing
File.  The Seller, in its capacity as Master Servicer, shall
retain the Servicing File on behalf of the Purchaser with respect to each
Qualified Loan sold to the Purchaser pursuant to this Master
Agreement.  The Seller acknowledges and understands that ownership of
each document in a Servicing File is vested in the Purchaser.  The
Master Servicer shall not take any action inconsistent with such
ownership.  The Master Servicer (as the originator of the Qualified
Loans) agrees to indicate on its books and records at each Sale Date that the
Qualified Loans sold pursuant to Section 2.02 on such Sale Date have been sold
to the Purchaser, and to advise all inquiring parties that such Qualified Loans
have been sold to the Purchaser.  The Seller shall, upon three (3)
Business Days' prior written request provide Purchaser or its designee with
reasonable access, during normal business hours and at the office of the Seller,
to the Servicing File regarding any and all Qualified Loans sold to the
Purchaser pursuant to this Master Agreement.  The Master Servicer
shall maintain the Servicing File for a Qualified Loan for three years from
either (i) the date that all principal and interest due on the Qualified
Loan is paid in full or (ii) in the case of REO Property, the date of the sale
of the collateral securing the Qualified Loan.

     

    (b) Mortgage File.  In
connection with such sale, transfer, assignment, setting over and conveyance
described in clause (a) above, the Seller will deliver to the Custodian the
following documents or instruments with respect to each loan so sold,
transferred, assigned, set over and otherwise conveyed:

     

    (i) the
Mortgage Note, endorsed without recourse to the Purchaser (or to such other
Person as directed by the Purchaser), with all necessary intervening
endorsements showing a complete chain of endorsement from the originator to the
Seller, if applicable;

     

    (ii) a copy of
the applicable Mortgage;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (iii) an
original of each amendment to the Mortgage Note and a copy of each amendment to
the Mortgage in Seller's possession;

     

    (iv) the
original Loan Agreement;

     

    (v) the
original Opinion of Counsel of Borrower's counsel; and

     

    (vi) copies of
any Additional Collateral Documents.

     

    (c) Document
Deficiencies.  If within sixty (60) days of the applicable Sale
Date, the Custodian finds any document or documents constituting a part of a
Mortgage File to be missing, mutilated, torn, damaged or defective on its face,
the Custodian shall notify the Seller and the Purchaser of such fact in
writing.  The Seller shall then correct or cure the subject matter of
such notice within one hundred eighty (180) days from the date of such
notice.  If (x) the Seller does not correct or cure the subject matter
of such notice within such one hundred eighty day period and (y) such omission
or defect relates to any document identified in Section 2.03(b)(i) - (iv), the
Seller shall repurchase the related Defective Loan at the Repurchase
Price.  Upon receipt of the Repurchase Price, the Purchaser promptly
shall release, or cause the Custodian to release, to the Seller the related
Mortgage File, and shall also execute and deliver such instruments of transfer
or assignment prepared by the Seller, in each case without recourse, as may be
necessary to effectuate the transfer to the Seller of all right, title and
interest of the Purchaser in and to each applicable Defective Loan.

     

    Section
2.04. Treatment of
Sale.  It is the express and specific intent of the parties
hereto that the sale of the loans from the Seller to the Purchaser as provided
in Section 2.02 (the "Purchase") is and
shall be construed for all purposes as a true and absolute sale of such loans,
shall be absolute and irrevocable and provide the Purchaser with the full
benefits of ownership of the loans.

     

    Section
2.05. No
recourse.  Each of the Seller and the Purchaser hereby agree
and acknowledge that, following payment of the Purchase Price for the Qualified
Loans identified in the related Commitment Letter:

     

    (a) the
Seller will not have any obligation to repay any of the consideration received
by it from the Purchaser hereunder;

     

    (b) the
Seller will not have any obligation to repurchase such Qualified Loans, or to
reimburse or otherwise compensate the Purchaser for any losses attributable to
payment defaults under such loans or, except as set forth in Section 2.03(c) and
Section 4.03(j), for any other losses arising from investment in and ownership
of such loans; and

     

    (c) the
Purchaser will not have or claim to have any recourse to the Seller for any
losses attributable to payment defaults under the loans or, except as set forth
in Section 2.03(c) and Section 4.03(j), for any other losses arising from
investment in and ownership of the loans.

     

    Section
2.06. Notice of Sale of Qualified
Loans.  Promptly following each Sale Date, CFC shall notify the
Borrower under each Qualified Loan identified on the related Commitment Letter
that such Qualified Loan has been conveyed to the Purchaser.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
III

    Conditions
Precedent

     

    Section
3.01. Conditions to Sale of
Loans.  The following shall be conditions precedent to the
effectiveness of each purchase and sale of a Qualified Loan made
hereunder:

     

    (a) the
Seller shall have received the related Purchase Price from the
Purchaser;

     

    (b) the
Custodian shall have received the Mortgage File from the Seller;
and

     

    
      	
               
      

            	
              (c)

            	
              as
      of the date(s) that the conditions set forth in (a) and (b) above have
      been met, an Insolvency Event shall not have occurred and be continuing
      with respect to the Seller or the
Purchaser.

            


    

     

    


     

    ARTICLE
IV

    Representations
and Warranties

     

    Section
4.01. Representations and
Warranties of the Master Servicer.  The Master Servicer hereby
represents and warrants as of the date of this Master Agreement and each Sale
Date as follows:

     

    (a) The
Master Servicer is a cooperative association duly organized, validly existing
and in good standing under the laws governing its creation and existence and
with the requisite power and authority to conduct its business as it is
currently being conducted; the Master Servicer holds all licenses, certificates
and permits necessary for the conduct of its business as it is currently being
conducted and is or will be in compliance with the laws of each state in which
any Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Qualified Loan.

     

    (b) The
Master Servicer has the requisite power and authority to execute and deliver
this Master Agreement, to service and administer all the Qualified Loans
identified on each applicable Commitment Letter in accordance with the terms of
this Master Agreement, and to take all other actions and execute and deliver all
other documents which are requisite or pertinent to the transactions described
in this Master Agreement and the Transaction Documents.  The persons
signing such documents and taking such actions on its behalf have been duly
authorized to do so and such documents and actions are valid, legally binding
and enforceable against the Master Servicer in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of creditors' rights and to general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

     

    (c) The
Master Servicer is not required to obtain the consent of any other Person or any
consents, licenses, approvals or authorizations from, or registrations or
declarations with, any governmental authority, bureau or agency in connection
with the execution, delivery, 

     

    
      
        
        

      

      
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    performance,
validity or enforceability of this Master Agreement or any of the other
Transaction Documents, except for such consents, licenses, approvals or
authorizations, or registrations or declarations, as shall have been obtained or
filed, as the case may be.

     

    (d) No
action, suit or proceeding is pending or, to the best of the Master Servicer's
knowledge, threatened against it that would prohibit it from entering into this
Master Agreement or the Transaction Documents or performing its obligations
under this Master Agreement or the Transaction Documents or, in the reasonable
opinion of the Master Servicer has a reasonable likelihood of resulting in a
material adverse effect on the transactions contemplated by this Master
Agreement or the Transaction Documents.

     

    (e) The
Master Servicer is not in default with respect to any order or decree of any
court or any order, regulation or demand of any federal, state, municipal or
governmental agency, which default would reasonably be expected to have
consequences that would materially and adversely affect the condition (financial
or otherwise) or operations of the Master Servicer or its respective properties
or would reasonably be expected to have consequences that would materially
adversely affect the performance of the Master Servicer hereunder.

     

    (f) The
execution and delivery of this Master Agreement and the Transaction Documents by
the Master Servicer and the performance and compliance with the terms of this
Master Agreement and the Transaction Documents by the Master Servicer will not
violate the Articles of Incorporation or Bylaws of the Master Servicer, or
constitute a material default (or an event which, with notice or lapse of time,
or both, would constitute a material default) under, or result in the material
breach of, any material contract, agreement or other instrument to which the
Master Servicer is a party or which may be applicable to the Master Servicer, or
any of its assets.

     

    (g) No
Servicer Default has occurred and is continuing and no event or circumstance has
occurred or exists which, with notice or lapse of time or both, would constitute
a Servicer Default.

     

    (h) Following
payment in full for a Qualified Loan identified on a Commitment Letter, the
Seller will have no right, title or interest in, to or under such Qualified
Loan, or the assets and properties thereof.

     

    (i)           Upon
discovery by any party hereto of a breach of any of the representations and
warranties set forth in this Section 4.01, such discovering party shall give
prompt written notice to the other party.  It is understood and agreed
by the parties hereto that the representations and warranties set forth in this
Section 4.01 shall survive delivery of the respective Mortgage Files to the
Custodian.

     

    Section
4.02. Representations and
Warranties of the Purchaser.

     

      The
Purchaser hereby represents and warrants as of the date of this Master Agreement
and each Sale Date as follows:

     

    (a) The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws governing its creation and existence and with the requisite power
and authority to conduct its business as it is currently being 

     

    
      
        
        

      

      
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    conducted;
the Purchaser holds all licenses, certificates and permits necessary for the
conduct of its business as it is currently being conducted and is or will be in
compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Qualified
Loan.

     

    (b) The
Purchaser has the requisite power and authority to execute and deliver this
Master Agreement and the other Transaction Documents and to take all other
actions and execute and deliver all other documents which are requisite or
pertinent to the transactions described in this Master Agreement and the
Transaction Documents.  The persons signing such documents and taking
such actions on its behalf have been duly authorized to do so and such documents
and actions are valid, legally binding and enforceable against the Purchaser in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors' rights and to general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at
law).

     

    (c) The
Purchaser is not required to obtain the consent of any other Person or any
consents, licenses, approvals or authorizations from, or registrations or
declarations with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of this
Master Agreement or any of the other Transaction Documents, except for such
consents, licenses, approvals or authorizations, or registrations or
declarations, as shall have been obtained or filed, as the case may
be.

     

    (d) No
action, suit or proceeding is pending or, to the best of the Purchaser's
knowledge, threatened against it that would prohibit it from entering into this
Master Agreement or any Assignment or performing its obligations under this
Master Agreement or the Transaction Documents or, in the reasonable opinion of
the Purchaser has a reasonable likelihood of resulting in a material adverse
effect on the transactions contemplated by this Master Agreement or the
Transaction Documents.

     

    (e) The
Purchaser is not in default with respect to any order or decree of any court or
any order, regulation or demand of any federal, state, municipal or governmental
agency, which default would reasonably be expected to have consequences that
would materially and adversely affect the condition (financial or otherwise) or
operations of the Purchaser or its respective properties or would reasonably be
expected to have consequences that would materially adversely affect the
performance of the Purchaser hereunder or under any Assignment.

     

    (f) The
execution and delivery of this Master Agreement and the Transaction Documents by
the Purchaser and the performance and compliance with the terms of this Master
Agreement and the Transaction Documents by the Purchaser does not violate the
organizational and operational documents of the Purchaser, or constitute a
material default (or an event which, with notice or lapse of time, or both,
would constitute a material default) under, or result in the material breach of,
any material contract, agreement or other instrument to which the Purchaser is a
party or which may be applicable to the Purchaser, or any of its
assets.

     

    (g) Upon
discovery by any party hereto of a breach of any of the representations and
warranties set forth in this Section 4.02, such discovering party shall give
prompt written notice to the other party.  It is understood and agreed
by the parties hereto that the representations and warranties set forth in this
Section 4.02 shall survive delivery of the respective Mortgage Files to the
Custodian.

     

    
      
        
        

      

      
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    Section
4.03. Representations and
Warranties of the Seller.  The Seller hereby represents and
warrants, with respect to paragraphs (a) through (h) as of the date of this
Master Agreement and each Sale Date, and with respect to paragraph (i) as of the
applicable Sale Date, as follows:

     

    (a) The
Seller is a cooperative association duly organized, validly existing and in good
standing under the laws governing its creation and existence and with the
requisite power and authority to conduct its business as it is currently being
conducted; the Seller holds all licenses, certificates and permits necessary for
the conduct of its business as it is currently being conducted and is or will be
in compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Qualified
Loan.

     

    (b) The
Seller has the requisite power and authority to execute and deliver this Master
Agreement and the Transaction Documents, to transfer, assign and deliver all of
the Qualified Loans identified on each applicable Commitment Letter to the
Purchaser and to take all other actions and execute and deliver all other
documents which are requisite or pertinent to the transactions described in this
Master Agreement and the Transaction Documents.  The persons signing
such documents and taking such actions on its behalf have been duly authorized
to do so and such documents and actions are valid, legally binding and
enforceable against the Seller in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights and to general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

     

    (c) The
Seller is not required to obtain the consent of any other Person or any
consents, licenses, approvals or authorizations from, or registrations or
declarations with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of this
Master Agreement or the Transaction Documents except for such consents,
licenses, approvals or authorizations, or registrations or declarations, as
shall have been obtained or filed, as the case may be.

     

    (d) No
action, suit or proceeding is pending or, to the best of the Seller's knowledge,
threatened against it that would prohibit it from entering into this Master
Agreement or the Transaction Documents or performing its obligations under this
Master Agreement and the Transaction Documents or, in the reasonable opinion of
the Seller has a reasonable likelihood of resulting in a material adverse effect
on the transactions contemplated by this Master Agreement or the Transaction
Documents.

     

    (e) The
Seller is not in default with respect to any order or decree of any court or any
order, regulation or demand of any federal, state, municipal or governmental
agency, which default would reasonably be expected to have consequences that
would materially and adversely affect the condition (financial or otherwise) or
operations of the Seller or its properties or would reasonably be expected to
have consequences that would materially adversely affect its performance
hereunder or under any Assignment.

     

    (f) This
Master Agreement and each Assignment constitutes a valid transfer and assignment
to the Purchaser of all right, title and interest of the Seller in and to the
Qualified 

     

    
      
        
        

      

      
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    Loans,
and the other property conveyed pursuant to this Master Agreement and each
Assignment.

     

    (g) The
execution and delivery of this Master Agreement and the Transaction Documents by
the Seller and the performance and compliance with the terms of this Master
Agreement the Transaction Documents by the Seller does not violate the Articles
of Incorporation or Bylaws of the Seller, or constitute a material default (or
an event which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Seller is a party or which
may be applicable to the Seller, or any of its assets.

     

    (h) Following
payment of the Purchase Price for a Qualified Loan identified on a Commitment
Letter:

     

    (i) the
Seller will have no right, title or interest in, to or under any such Qualified
Loans;

     

    (ii) the
Seller will not retain any rights of ownership or control with respect to any of
such Qualified Loans; and

     

    (iii) the
Seller will not have or purport to have any right to sell, pledge or otherwise
dispose of, or control the disposition of, any of such Qualified Loans or their
proceeds. 

     

    (i) With
respect to each Qualified Loan being sold to the Purchaser on the related Sale
Date:

     

    (i) The
information set forth in the related Commitment Letter is true and correct in
all material respects.

     

    (ii) The
related Mortgage File contains the documents required by
Section 2.03(b).

     

    (iii) The
Qualified Loan conforms in all respects to the criteria specified in the
definition of "Qualified Loan" in this Master Agreement.

     

    (iv) The terms
of the Loan Agreement, Mortgage Note and the Mortgage have not been amended in
any respect by the Seller nor have the terms thereof been waived by the Seller,
except in accordance with the Customary Servicing Procedures and by written
instrument which is included in the Mortgage File.  No Borrower has
been released from its obligations under the applicable Loan Agreement, Mortgage
Note and Mortgage except in connection with an assumption agreement, which
assumption agreement is included in the Mortgage File.

     

    (v) The
Mortgage Note and the Loan Agreement are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto.

     

    
      
        
        

      

      
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    (vi) The
Mortgage obligates the related Borrower to take out and maintain the classes and
amounts of insurance coverages which conform to generally accepted utility
industry standards for such classes and amounts of coverages of utilities of the
size and character of such Borrower and the Borrower is in compliance with such
obligations.  The Mortgage obligates the Borrower thereunder to
maintain all such insurance at the Borrower's cost and expense, and on the
Borrower's failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at Borrower's cost and expense and to seek reimbursement therefor
from the Borrower.

     

    (vii) As of the
date the Qualified Loan was made to the applicable Borrower, any and all
material requirements of any federal, state or local law including, without
limitation, usury, real estate settlement procedures or disclosure laws
applicable to the origination of such Qualified Loan were complied
with.

     

    (viii) Each
Mortgage has not been satisfied, rescinded or canceled, and the related
Mortgaged Property has not been released from the lien of the Mortgage, except
for partial releases of the Mortgaged Property done in accordance with Customary
Servicing Procedures.

     

    (ix) The
Mortgage creates a validly recorded, filed and perfected mortgage lien shared
pari passu and pro rata by the lenders that
are parties to the Mortgage on the Borrower's real property included in the
Mortgaged Property.  The Mortgage is a valid, existing and enforceable
(subject to the effect of laws relating to creditors rights and principles of
equity) first lien on the Mortgaged Property subject only to (A) the lien
of current real property taxes and assessments not yet due and payable,
(B) covenants, conditions and restrictions, rights of way, easements and
other matters of the public record as of the date of recording which do not
materially adversely affect the value of the Mortgaged Property, (C) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property and (D) encumbrances customarily permitted by utility industry
mortgages.

     

    (x) Each Loan
Agreement, the Mortgage Note and the related Mortgage are valid and binding
obligations of the applicable Borrower, enforceable against such Borrower in
accordance with their respective terms, except as enforceability may be limited
by (A) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights of
creditors and (B) general principles of equity, whether enforcement is
sought in a proceeding in equity or at law.

     

    (xi) The
proceeds of the Qualified Loan have been fully disbursed to or for the account
of the Borrower and there is no obligation for the Mortgagee to advance
additional funds thereunder.  All costs, fees and expenses incurred in
making or closing the Qualified Loan and the recording of the Mortgage have been
paid, and the Borrower is not entitled to any refund of any amounts paid to the
Mortgagee pursuant to the Mortgage Note or Mortgage.

     

    
      
        
        

      

      
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    (xii) No Event
of Default has occurred and is continuing under the Mortgage or the Mortgage
Note and no event has occurred which, with the passage of time or with the
giving of notice and the expiration of any grace or cure period, would
constitute such an Event of Default.  For purposes of this clause
(xii), "Event of Default" is defined in each of the Mortgages in a manner
consistent with the definition of such phrase customarily utilized in utility
industry mortgages.

     

    (xiii) There is
no proceeding pending or to the Seller's knowledge threatened for the
condemnation of all or any material portion of the Mortgaged Property and such
Mortgaged Property has not been damaged by waste, fire or other casualty to such
an extent as to materially adversely affect the value of the Mortgaged
Property.

     

    (xiv) To the
Seller's knowledge, there is nothing relating to or involving the Qualified
Loan, the Mortgage, the Mortgaged Property, the Borrower or the Borrower's
credit standing that can reasonably be expected to (a) cause the Qualified
Loan to become delinquent, or (b) adversely affect the Qualified Loan's
value or marketability.

     

    (xv) The Loan
Agreement, Mortgage and Mortgage Note permit–and such documents and instrument
were not originated under and are not subject to laws which would prohibit or
restrict–the sale, transfer or assignment of the Qualified Loan, the Loan
Agreement, the Mortgage and the Mortgage Note as contemplated by this Master
Agreement and the Transaction Documents or the enforcement thereof by the
Purchaser or its assignee.

     

    (xvi) The
Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure
proceeding and the Borrower has not filed for protection under applicable
bankruptcy laws.

     

    (xvii) No fraud
or misrepresentation of a material fact was committed or made by the Seller in
connection with the Qualified Loan made to the applicable Borrower.

     

    (xviii) As of the
related Sale Date, the Qualified Loan is not a loan as to which any payment, or
part thereof, remains unpaid for more than thirty (30) days after the original
due date for such payment.

     

    (xix) The
Seller has delivered to the Custodian a complete Mortgage File for the Qualified
Loan.

     

    (xx) Immediately
prior to the transfer and assignment contemplated herein, the Seller was the
sole owner and holder of the Qualified Loan, the Seller had good and marketable
title thereto, and the Seller had full right and authority to transfer and sell
the Qualified Loan to the Purchaser free and clear of any encumbrance, lien,
pledge or security interest.

     

    (xxi) The
Qualified Loan is denominated and payable only in United States dollars and the
related Borrower is a corporation or other legal entity organized under the laws
of the United States or any state thereof or the District of Columbia or a
territory of the United States.

     

    
      
        
        

      

      
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    (xxii) To the
Seller's knowledge, the Mortgaged Property is in material compliance with all
applicable zoning laws and environmental laws pertaining to environmental
hazards, and the related Borrower has not received any notice of any violation
or potential violation of such laws.

     

    (xxiii) The
Qualified Loan is represented by only one executed Mortgage Note.

     

    (xxiv) The
Mortgage Note is a "promissory note" within the meaning of Article 9 of the
New York UCC.

     

    (xxv) The loan
narrative for a Qualified Loan submitted by the Seller to Farmer Mac in advance
of the related Sale Date was prepared or updated no more than one year prior to
the Sale Date, and the Seller is not aware of any material adverse change
regarding the Borrower or the Qualified Loan that is not reflected in such loan
narrative, or as previously communicated to Farmer Mac in writing.

     

    (j) Upon
discovery by any party hereto of a breach of any of the representations and
warranties set forth in this Section 4.03, such discovering party shall give
prompt written notice to the other party and, if such breach is of any
representation or warranty set forth in Section 4.01(i) that materially and
adversely affects the interests of the Purchaser in the related Qualified Loan,
then the Seller shall either (i) cure such breach in all material respects or
(ii) repurchase the Defective Loan in question from the Purchaser by remitting
the Repurchase Price to an account designated by the Purchaser.

     

    (k) It is
understood and agreed by the parties hereto that the representations and
warranties set forth in this Section 4.03 shall survive delivery of the
respective Mortgage Files to the Custodian and will continue in full force and
effect for the remaining life of the related Qualified Loan, notwithstanding
termination of this Master Agreement for any reason.

    
 

     

    ARTICLE
V

    Administration
and Servicing of Qualified Loans

     

    Section
5.01. Servicing of the Qualified
Loans.  

     

    (a) General
Servicing Provision.  The Master Servicer hereby agrees to
service and administer the Qualified Loans sold pursuant to this Master
Agreement in accordance with the terms of this Master Agreement, applicable law
and the terms of the Qualified Loans.  In connection with such
servicing and administration, the Master Servicer shall, consistent with and
subject to all other servicing-related provisions in this Master Agreement, have
full power and authority, acting alone and/or through sub-servicers, to do or
cause to be done any and all things, in connection with such servicing and
administration, that the Master Servicer may deem necessary or desirable and
consistent with the terms of this Master Agreement including, but not limited
to, the power and authority, subject to the terms hereof, (a) to execute and
deliver, on behalf of the Purchaser, customary consents or waivers and other
instruments and documents, (b) to consent to transfers of any Mortgaged Property
and assumptions of the Mortgage Notes and related Mortgages (but only in the
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Other
Insurance Proceeds and other Cash Liquidation amounts, and (d) with Farmer Mac’s
prior consent, to effectuate foreclosure or other conversion of the ownership of
the Mortgaged Property securing any Qualified Loan.  In servicing and
administering the Qualified Loans, the Master Servicer shall employ procedures
in accordance with the Customary Servicing Procedures of the Master
Servicer.  The Master Servicer will exercise the same care in
servicing the Qualified Loans that it exercises in servicing Qualified Loans to
the same Borrower held in the Master Servicer's portfolio.  The Master
Servicer will act in the best interest of the Purchaser in servicing Qualified
Loans.  Without limiting the generality of the foregoing, the Master
Servicer, in its own name or in the name of the Purchaser, is hereby authorized
and empowered by the Purchaser, when the Master Servicer believes it appropriate
in its reasonable judgment, to execute and deliver on behalf of the Purchaser
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with respect to the
Qualified Loans and with respect to the related Mortgaged
Properties.  The Master Servicer shall prepare and deliver to the
Purchaser such documents requiring execution and delivery by it as is necessary
or appropriate to enable the Master Servicer to service and administer the
Qualified Loans to the extent that the Master Servicer is not permitted to
execute and deliver such documents pursuant to the preceding
sentence.  In addition to the foregoing, the Purchaser shall provide a
power of attorney or other appropriate authorization as shall be necessary or
desirable, in the Master Servicer's judgment, to enable the Master Servicer to
act as the agent of the Purchaser as the mortgagee under each Mortgage and as
the secured party under each Additional Collateral Document.  Upon
receipt of such documents, the Purchaser, upon the direction of the Master
Servicer, shall promptly execute such documents and deliver them to the Master
Servicer.

    

     

    (b)           Reserved.

     

    (c)           Agency
Relationship Only.  The relationship of the Master Servicer
(and of any successor to the Master Servicer as servicer under this Master
Agreement) to the Purchaser under this Master Agreement is intended by the
parties to be that of an independent contractor and not that of a joint venture,
partner or agent.

     

    (d)           Modifications,
Waivers, Consents.  In accordance with the terms of this Master
Agreement, the Master Servicer may waive, modify, amend or vary any term of any
Qualified Loan or consent to the postponement of strict compliance with any such
term or in any manner grant indulgence to any Borrower if, in the Master
Servicer’s judgment and consistent with Customary Servicing Procedures, such
waiver, modification, consent, postponement or indulgence will make it more
likely that such Borrower will be able to successfully repay the Qualified Loan
in question; provided,
however, that the Master Servicer shall not take any of the following
actions without, in each such case, giving the Purchaser at least 10 Business
Day's prior written notice of its intention to do so (each such notice, a "10
Business Day Notice"):  (i) waive any event of default (as such
term is defined in the documentation for the applicable Qualified Loan), (ii)
reduce the Loan Interest Rate applicable to such Qualified Loan (iii) forgive
any principal of a Qualified Loan, (iv) postpone any date for the payment of
principal or interest on account of such Qualified Loan, (v) extend the maturity
date of such Qualified Loan, (vi) change the amortization method or amortization
term of such Qualified Loan, or (vii) implement a workout plan, commence a
foreclosure proceeding, accept a deed in lieu of foreclosure, conduct a
pre-foreclosure sale, seek a deficiency judgment or exercise any other remedy


     

    
      
        
        

      

      
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available
under the documentation for the applicable Qualified Loan.  To the
extent the terms of any Qualified Loan is modified or amended, the Master
Servicer shall notify Farmer Mac with respect to such Qualified Loan and provide
Farmer Mac a modified Loan Setup File no later than the fifth Business Day
following the effective date of such modification or amendment.  In
addition to the foregoing, if one or more Qualified Loans in the Master
Servicer's own portfolio present the same issue or issues as the Qualified Loan
which is the subject of a 10 Business Day Notice but the Master Servicer does
not propose to handle such issues under such Master Servicer's Loans in a manner
similar to the proposal submitted to the Purchaser, the Master Servicer will so
state in the 10 Business Day Notice and include a description of how such
issues will be handled in such Master Servicer's Loans.  If by the end
of the applicable 10 Business Day Notice period, the Master Servicer has not
received written notice from the Purchaser disapproving of the proposal set
forth in the applicable 10 Business Day Notice, the Master Servicer may proceed
to implement such proposal.  If the Purchaser notifies the Master
Servicer within the applicable 10 Business Day Notice period that it
disapproves of any such proposal with respect to a Qualified Loan, the Master
Servicer and the Purchaser will consult with one another as to the best way to
proceed and the Purchaser's decision with respect to such Qualified Loan will be
binding on the Master Servicer; provided, however, that the Master Servicer
shall have the right to handle such issues under the Qualified Loans in its own
portfolio in such manner as the Master Servicer deems appropriate or
desirable.  In addition to the foregoing, and regardless of whether
any action is proposed to be taken by the Master Servicer with respect to a
Qualified Loan, the Master Servicer shall notify the Purchaser promptly after
becoming aware of: (i) each event of default (as such term is defined in the
documentation for the applicable Qualified Loan) that has occurred and is
continuing under the documentation for any Qualified Loan, (ii) any receipt of a
notice of a Borrower’s or Mortgage Property’s violation or potential violation
of applicable zoning laws or environmental laws pertaining to environmental
hazards, (iii) any proposed material change in the control or ownership of
a Borrower, and (iv) any material pending lawsuit involving a Borrower or
Mortgaged Property which in the opinion of the Master Servicer would materially
and adversely affect such Borrower's ability to perform its obligations under
the Loan Agreement.

    

     

    (e)           Powers
of Attorney.  Without limiting the generality of the foregoing,
the Master Servicer is hereby authorized and empowered to execute and deliver on
behalf of itself and the Purchaser, all agreements and instruments as may be
necessary or desirable in connection with the performance of its rights and
obligations pursuant to this Section 5.01.  If reasonably required by
the Master Servicer, the Purchaser shall furnish the Master Servicer with any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer to carry out its servicing and administrative duties under this
Master Agreement, the Mortgages and the other documentation pertaining to the
Qualified Loans.

     

    (f)           Delegation.  In
the ordinary course of business, the Master Servicer at any time may delegate
any of its duties hereunder to any Person, including any of its Affiliates, who
agrees to conduct such duties in accordance with this Master Agreement including
those standards set forth in this Section 5.01.  Any such delegation
may include entering into subservicing agreements with any Person or Persons,
for the servicing and administration of the Qualified Loans or a portion
thereof. Such delegation shall not relieve the Master Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation.  Notwithstanding anything to the contrary
contained herein, or in any agreement relating to any 

     

    
      
        
        

      

      
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such
delegation, the Master Servicer shall remain obligated and liable to the
Purchaser for the servicing and administration of the Qualified Loans in
accordance with the provisions of this Master Agreement to the same extent and
under the same terms and conditions as if it alone were servicing and
administering the Qualified Loans.  The Master Servicer shall provide
the Purchaser with written notice of delegation of any of its duties to any
Person other than any of the Master Servicer's Affiliates or their respective
successors and assigns on the later of the respective Sale Date or sixty (60)
days prior to such delegation.

    

     

    (g)           Reporting.  The
Master Servicer will provide the following reports to the Purchaser, which
reports may be transmitted via e-mail to Famcloanadministration@farmermac.com
or in such other form as may be agreed between the Purchaser and the Master
Servicer:

    


    (i) Not later
than seven (7) Business Days prior to a desired Sale Date for a Qualified Loan,
the Master Servicer shall provide a Loan Setup File to Farmer Mac with respect
to each Qualified Loan contemplated to be sold pursuant to this Master
Agreement.

     

    (ii) After the
Sale Date and until the Qualified Loan is no longer serviced under the Master
Agreement, the Master Servicer shall deliver to Farmer Mac (1) an Invoice
Register Report (a form of which is attached to this Master Agreement as Exhibit 7) five
Business Days prior to each Payment Date and (2) a Master Servicer’s Report (a
form of which is attached to this Master Agreement as Exhibit 5) and a
Remittance Reconciliation Report (a form of which is attached to this Master
Agreement as Exhibit 8) not
later than the related Distribution Date.

     

    (iii) If there
are any Principal Prepayments with respect to any Qualified Loan or Qualified
Loan becomes a Defaulted Loan during the immediately preceding Collection
Period, then the Master Servicer will provide to Farmer Mac and its designee a
Defaulted And Qualified Loan Exception Report (a form of which is attached to
this Master Agreement as Exhibit 3) on or
before the fifteenth day of each calendar month (or if such fifteenth day is not
a Business Day, the next succeeding Business Day).

     

    Section
5.02. Collection of Qualified Loan
Payments; Establishment of Collection Account.

     

    (a) Payment;
Collection.    Continuously
from the date hereof until the principal and interest on all Qualified Loans is
paid in full, the Master Servicer will proceed diligently, in accordance with
this Master Agreement, to (i) collect all payments due under each of the
Qualified Loans it services when the same shall become due and payable, (ii)
apply payments to Qualified Loans in accordance with the terms of the related
Mortgage Notes, and (iii) determine and accept the amount required to pay a
Qualified Loan in full, including interest to the next scheduled Due
Date.

     

    (b) Collection
Account.    The Master Servicer
shall establish and maintain a Collection Account, which shall be an Eligible
Account.  The Master Servicer shall deposit or cause to be deposited
into the Collection Account all Qualified Loan Receipts plus any Amount Held for
Future Distribution plus all amounts permitted to be retained or withdrawn by
the 

     

    
      
        
        

      

      
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    Master
Servicer pursuant to Section 5.04 within two (2) Business Days of receipt
thereof.  Except as otherwise provided in Section 5.02(c), all funds
required to be deposited in the Collection Account shall be held for the benefit
of the Purchaser until withdrawn in accordance with Section 5.04 or remitted to
the Purchaser. The Master Servicer shall give notice to the Purchaser of the
initial location of the Collection Account and of any proposed change of the
location of the Collection Account maintained by the Master Servicer not later
than two (2) Business Days and not more than forty-five (45) days prior to any
change thereof.

     

    (c) Investment
Account.  The Master Servicer shall establish and maintain an
Investment Account, which shall be an Eligible Account.  The Master
Servicer shall deposit or cause to be deposited into the Investment Account all
Qualified Loan Receipts plus any Amount Held for Future Distribution from the
Collection Account within two (2) Business Days of being deposited into the
Collection Account.  Except as otherwise directed by the Purchaser in
writing, the Master Servicer shall cause the institution with which the
Investment Account is maintained to invest the funds in the Investment Account
attributable to the Qualified Loans in those Permitted Investments specified in
writing by Farmer Mac, which shall mature in immediately available funds not
later than the day preceding the next Distribution Date and shall not be sold or
disposed of prior to maturity unless otherwise directed in writing by Farmer
Mac.  All earnings and gains realized from any such investments in the
Investment Account shall be for the benefit of Farmer Mac and shall be deposited
in the Distribution Account, along with all Qualified Loan Receipts, on each
Distribution Date.  The amount of any losses or expenses incurred in
connection with the investment of amounts in, withdrawals from, and the
maintenance of, the Collection Account and the Investment Account shall be
deducted from the amount to be distributed to Farmer Mac; except that, such
expenses may be so deducted only to the extent Farmer Mac has concurred in the
selection of such institution and form of Investment Account.

     

    Section
5.03. Realization Upon Defaulted
Loans.

     

    (a) The
Master Servicer shall use reasonable efforts to realize upon Defaulted Loans in
such manner as in the Master Servicer's judgment will maximize the receipt of
principal and interest by the Purchaser.  The Master Servicer is
obligated to make every effort it deems reasonable to work out a troubled
Qualified Loan before proposing foreclosure, a deed in lieu of foreclosure, a
pre-foreclosure sale or other remedial action.  The Master Servicer
shall use reasonable efforts to foreclose upon or otherwise comparably convert
the ownership of Mortgaged Properties securing such of the Qualified Loans as
come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments.  The foregoing is
subject to the provisions that, in any case in which Mortgaged Property shall
have suffered damage, the Master Servicer shall not be required to expend its
own funds toward the restoration of such Mortgaged Property.  The
Master Servicer shall promptly notify Farmer Mac when a Mortgaged Property
suffers material damage to allow Farmer Mac the opportunity to expend funds
toward restoration only to the extent that:  (1) the Master Servicer
has notice of such damage; and (2) in the opinion of the Master Servicer there
are insufficient funds or no reasonable likelihood that there will be sufficient
funds received in the future from insurance proceeds, any federal or state
governmental agency or any other sources.

     

    
      
        
        

      

      
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    (b) The
decision of the Master Servicer to foreclose on a Defaulted Loan shall be
subject to the written consent of Farmer Mac.

     

    (c) Any
proceeds to which the Purchaser is entitled as a mortgagee under a Mortgage
securing any Qualified Loan will be paid, subject to the following order of
priority:  first, to the Master Servicer to reimburse the Master
Servicer for any related unreimbursed Servicing Advances and Servicing Fees with
respect to the related Qualified Loan; and second, to the Purchaser as a
recovery of principal of such Qualified Loan.

     

    (d) In the
event that, as a result of or in connection with the exercise of remedies with
respect to a Qualified Loan, Farmer Mac becomes the owner of real estate or
other property, the Master Servicer will immediately commence appropriate
procedures to liquidate such real estate or other property if so requested by
Farmer Mac.

     

    Section
5.04. Permitted Withdrawals From
the Collection Account. The Master Servicer shall maintain adequate
records with respect to all withdrawals made pursuant to this
Section 5.04.  The Master Servicer may from time to time, and
with respect to clause (i) below shall, withdraw funds from the Collection
Account or the Investment Account for the following purposes:

     

    (i) to pay to
the Master Servicer (to the extent not previously retained) the servicing
compensation to which it is entitled pursuant to Section 5.08;

     

    (ii) to
reimburse the Master Servicer for unreimbursed Servicing Advances made by it in
connection with the Qualified Loans, only from amounts received with respect to
the Qualified Loans in respect of which any such Servicing Advance was
made;

     

    (iii) to
withdraw any amount deposited in the Collection Account or the Investment
Account and not required to be deposited therein;

     

    (iv) to
reimburse the Master Servicer for costs and expenses incurred by it and
reimbursable pursuant hereto; and

     

    (v) to remit
all remaining amounts to the Purchaser on each Distribution Date.

     

    Section
5.05. Distribution
Account.  On or before the first Sale Date, Farmer Mac shall
establish the Distribution Account and provide the Master Servicer with wire
instructions and all other information required for the Master Servicer to wire
funds into such account.  On each Distribution Date, the Master
Servicer shall wire to the Distribution Account in same day funds an amount
equal to the Qualified Loan Receipts for the preceding Collection
Period.  The wire transfer of funds will normally be scheduled for
transmission by 12:00 p.m. eastern time, but in no event later than 5:00 p.m.
eastern time.

     

    Section
5.06. Fidelity Bond,
Insurance.  The Master Servicer shall maintain insurance
coverage and financial institution bond protection consistent with that
maintained by the Master Servicer as of the date of this Master
Agreement.  Such insurance coverage shall include coverage in the
amount of $4,000,000 insuring the Master Servicer against losses on account of


     

    
      
        
        

      

      
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    employee
dishonesty, loss inside the premises coverage, loss outside the premises
coverage, money orders and counterfeit paper currency coverage and depositors
forgery coverage.  Such financial institution bond protection shall
include $6,000,000 single loss limit of liability coverage on account of forgery
or alteration, securities, computer systems fraud, telefacsimile transfer fraud
and voice initiated transfer fraud.

     

    Section
5.07.  Satisfaction of
Mortgages and Release of Mortgage Files.

     

    (a) Upon the
payment in full of any Qualified Loan, or the receipt by the Master Servicer of
a notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer shall immediately notify the Purchaser and
the Custodian.  Such notice shall include a statement to the effect
that all amounts received or to be received in connection with such payment that
are required to be deposited in the related Collection Account pursuant to
Section 5.02 have been or will be so deposited, and shall request delivery to
the Master Servicer of the related Mortgage File.  Upon receipt of
such notice and request, the Purchaser shall, within five (5) Business Days,
deliver, or cause the Custodian to deliver, to the Master Servicer the related
Mortgage File and the Master Servicer shall prepare and process any satisfaction
or release that may be necessary.  In the event that the Purchase
fails to deliver or cause to be delivered to the Master Servicer the related
Mortgage File within five (5) Business Days of the Master Servicer's request
therefor, the Purchaser shall be liable to the Master Servicer for any
additional expenses or costs, including, but not limited to, outsourcing fees
and penalties, incurred by the Master Servicer resulting from such
failure.

     

    (b) From time
to time and as appropriate for the servicing or foreclosure of a Qualified Loan,
the Purchaser shall, within five (5) Business Days of the Master Servicer's
request and delivery to the Purchaser of a servicing receipt signed by a
Servicing Officer, deliver or cause the Custodian to deliver to the Master
Servicer the related Mortgage File.  Pursuant to the servicing
receipt, the Master Servicer shall be obligated to return to the Custodian the
related Mortgage File when the Master Servicer no longer needs such file, unless
the Qualified Loan has been liquidated and the Cash Liquidation Proceeds
relating to such Qualified Loan have been deposited in the Collection Account or
the Mortgage File or a portion thereof has been delivered to an attorney, or to
a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially.  In the
event that the Purchaser fails to deliver or cause the Custodian to deliver to
the Master Servicer the applicable Mortgage File within five (5) Business Days
of the Master Servicer's request therefor, the Purchaser shall be liable to the
Master Servicer for any additional expenses or costs, including, but not limited
to, outsourcing fees and penalties, incurred by the Master Servicer resulting
from such failure.  Upon receipt of notice from the Master Servicer
stating that such Qualified Loan was liquidated, the Purchaser shall release the
Master Servicer from its obligations under the related servicing
receipt.

     

    Section
5.08. Servicing Compensation and
Reimbursement.

     

    (a) With
respect to each Distribution Date, the Master Servicer shall be entitled to
retain or withdraw from the Collection Account an amount equal to the accrued
and unpaid Servicing Fee with respect to each Qualified Loan only out of the
interest portion of amounts collected by the Master Servicer with respect to
such Qualified Loan.

     

    
      
        
        

      

      
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    (b) Additional
servicing compensation in the form of assumption fees, and all other customary
and ancillary income and fees shall be retained by the Master Servicer to the
extent not required to be deposited in the Collection Account pursuant to
Section 5.02.  The Master Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except that the Master
Servicer is entitled to reimbursement for all Servicing Advances and as
otherwise provided in this Master Agreement, including but not limited to
Section 5.14(a).

     

    Section
5.09. RUS.  The
rights and obligations of the Master Servicer, and any other Persons with
respect to the administration and servicing of the Qualified Loans are subject
in all respects to applicable law and to the rights of RUS and all other Persons
secured by any Mortgage.

     

    Section
5.10. Documents, Records and Funds
in Possession of the Master Servicer.  The Master Servicer
shall account fully to the Purchaser for any funds received by the Master
Servicer or which otherwise are collected by the Master Servicer, including any
Cash Liquidation Proceeds, in respect of any Qualified Loan.  All
Servicing Files and Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer in respect of any Qualified Loans, whether from
the collection of principal and interest payments or from Cash Liquidation
Proceeds, including but not limited to any funds on deposit in the Collection
Account, shall be held by the Master Servicer for and on behalf of the Purchaser
and shall be and remain the sole and exclusive property of the Purchaser,
subject to the applicable provisions of this Master Agreement.  The
Master Servicer also agrees that it shall not knowingly create, incur or subject
any Servicing File, Mortgage File or any funds that are deposited in the
Collection Account, or any funds that otherwise are or may become due or payable
to the Purchaser, to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance created by the Master Servicer, or assert by
legal action or otherwise any claim or right of setoff against any Servicing
File, Mortgage File or any funds collected on, or in connection with, a
Qualified Loan, except, however, that the Master Servicer shall be entitled to
set off against and deduct from any such funds any amounts that are properly due
and payable to the Master Servicer under this Master Agreement.

     

    Section
5.11. Servicer
Default.  Each of the following events shall constitute a
servicer default (each, a "Servicer
Default"):

     

    (a) any
failure by the Master Servicer to make any payment, deposit or transfer required
to be made under the terms of this Master Agreement which continues unremedied
for a period of two (2) Business Day after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been received by the
Master Servicer from the Purchaser; or

     

    (b) failure
on the part of the Master Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Master
Servicer in this Master Agreement which continues unremedied for a period of
forty-five (45) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been received by the Master
Servicer from the Purchaser; or

     

    
      
        
        

      

      
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    (c) a decree
or order of a court or agency or supervisory authority having jurisdiction in
the premises for the appointment of a conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;
or

     

    (d) consent
by the Master Servicer 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 Master Servicer or to all or
substantially all of its property; or

     

    (e) the
Master Servicer's admission in writing of its inability to pay its debts
generally as they become due, filing of a petition to invoke any applicable
insolvency or reorganization statute, making of an assignment for the benefit of
its creditors, or voluntarily suspending payment of its obligations;
or

     

    (f) a court
of competent jurisdiction shall have found that the Master Servicer or any of
its senior executive officers has committed an act of civil fraud;
or

     

    (g) the
Master Servicer or any of its principal officers shall have been convicted of a
felony, or shall have been convicted of any criminal act related to the Master
Servicer’s lending or mortgage selling or servicing activities.

     

    (h) the
Master Servicer consummates a transaction that results in a Change of Control;
or

     

    (i) the
Master Servicer ceases to be a cooperative association in good standing under
the laws of the District of Columbia or any state of the United States for a
period of thirty (30) days following notice thereof by any governmental
authority having jurisdiction over such determination.

     

    Section
5.12. Resignation and Termination
of Master Servicer.

     

    (a) The
Master Servicer may at any time resign and terminate its obligations under this
Master Agreement upon at least one hundred eighty (180) days' prior written
notice to the Purchaser; provided, however, that no
such resignation or termination shall be effective until a successor Master
Servicer is appointed (and accepts such appointment) pursuant to the terms of
this Section 5.12.  Promptly after receipt of notice of the Master
Servicer's intended resignation, the Purchaser shall appoint, by written
instrument, a successor master servicer.  If the Purchaser fails to
appoint a successor master servicer pursuant to the terms hereof within thirty
(30) days after receipt of the Master Servicer's notice of resignation, Master
Servicer may petition a court of competent jurisdiction to appoint a successor
master servicer.  One original counterpart of any aforementioned
instrument of appointment shall be delivered to each of the Purchaser and the
successor master servicer.

     

    (b) Upon the
occurrence of a Servicer Default, and so long as such Servicer Default shall not
have been remedied, the Purchaser may (a) terminate all obligations and duties
imposed upon the Master Servicer under this Master Agreement, and (b) name and
appoint a successor 

     

    
      
        
        

      

      
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    or
successors to succeed to and assume all of such obligations and duties of the
Master Servicer.  Such actions shall be effected by notice in writing
to the Master Servicer and shall become effective upon receipt of such notice by
the Master Servicer and the acceptance of such appointment by such successor or
successors.

     

    (c) On and
after the receipt by the Master Servicer of written notice of termination, if
applicable, and the acceptance by the successor or successors to the Master
Servicer, all obligations and duties imposed upon the Master Servicer under this
Master Agreement shall pass to and vest in the successor or successors named in
the notice, and such successor or successors shall be authorized, and hereby are
authorized, to take all such action and execute and deliver all such instruments
and documents on behalf of the Master Servicer, as attorney in fact or
otherwise, as may be necessary and appropriate to effect the purposes of such
written notice.  The Master Servicer shall pay the reasonable costs
and expenses relating to a transition to a successor Master
Servicer.

     

    (d) This
Section 5.12 shall survive any termination of this Master Agreement and any
termination of this Master Agreement shall not prejudice the rights of the
Master Servicer to recover any amounts due to the Master Servicer under this
Master Agreement.

     

    Section
5.13. Inspection
Rights.  The Master Servicer shall, upon three (3) Business
Days' prior written request from the Purchaser, during normal business hours,
permit the Purchaser to examine the Servicing Files which relate to Qualified
Loans.  These inspection rights shall extend to representatives of the
Farm Credit Administration (as the Governmental Authority that regulates Farmer
Mac).

     

    Section
5.14. Limitation on Liability of
the Master Servicer and Others.

     

    (a) Neither
the Master Servicer nor any of the directors, officers, employees or agents of
the Master Servicer shall be under any liability to the Purchaser for any action
taken or for refraining from the taking of any action in good faith and without
gross negligence pursuant to this Master Agreement or for errors in judgment;
provided, however, that this provision shall not protect the Master Servicer or
any such Person against any breach of warranties or representations made herein
or any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder.  The Master Servicer and any director, officer, employee or
agent of the Master Servicer may rely in good faith on any document of any kind
prima facie properly
executed and submitted by any Person respecting any matters arising
hereunder.  The Master Servicer and any director, officer, employee or
agent of the Master Servicer shall be indemnified by the Purchaser and held
harmless by the Purchaser against any loss, liability or expense incurred in
connection with any legal action relating to this Master Agreement, the
transactions contemplated hereby or thereby, the Master Servicer's duties in
connection therewith, other than any unrecovered Servicing Fee or Servicing
Advance related to any specific Qualified Loan or Qualified Loans and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder.

     

    (b) The
Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its respective duties under
this Master Agreement 

     

    
      
        
        

      

      
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    and for
which it will not be reimbursed or indemnified hereunder; provided, however, that the
Master Servicer may in its discretion undertake any such action it may deem
necessary or desirable in respect to this Master Agreement and the rights and
duties of the parties hereto and the interests of the Purchaser
hereunder.  In such event, the legal expenses and costs of such action
and any liability resulting therefrom shall be expenses, costs and liabilities
of the Master Servicer entitled to be reimbursed therefore out of amounts
attributable to the Qualified Loans on deposit in the Collection Account as
provided by Section 5.04 and otherwise pursuant to Section 5.14(a).

     

    (c) The
Master Servicer and its directors, officers, employees and agents shall be
deemed to have exercised the degree of skill and care appropriate hereunder if
such Person has acted in accordance with Customary Servicing Procedures and in
good faith in (i) managing, administering, servicing, making collections,
foreclosing, counseling with respect to, and supervising the Qualified Loans;
(ii) administering, interpreting, and enforcing the Mortgages, Mortgage
Notes and all forms, documents and certificates required thereunder;
(iii) fulfilling all obligations hereunder; and (iv) all duties,
obligations and actions taken in respect of the Mortgaged Property.

     

    Section
5.15. Statements and Certificates
to Purchaser.

     

    


     

    (a) Within
sixty (60) days after the close of each calendar year, beginning with the
calendar year ending December 31, 2009, the Master Servicer shall deliver to
Farmer Mac a Servicing Certificate.  If the aggregate outstanding
principal balance of all the Qualified Loans purchased by Farmer Mac under this
Master Agreement exceeds $500 million in the future, the Master Servicer
shall also provide such assertion letters and attestation reports as Farmer Mac
may require to reasonably comply with applicable laws and regulations, the form
of which letters and reports shall be agreed upon between Farmer Mac and the
Master Servicer.

     

    (b) Within
one hundred and twenty (120) days after the close of each fiscal year of the
Master Servicer, beginning with the fiscal year ending in 2009, the Master
Servicer shall deliver to Farmer Mac a copy of the report of independent
accountants respecting the Master Servicer’s, or the Master Servicer’s parent
corporation’s, consolidated financial statements for the preceding fiscal
year.

     

    (c) The
Master Servicer agrees to indemnify and hold harmless each of Farmer Mac, each
person or entity, if any, who “controls” Farmer Mac within the meaning of the
Securities Act of 1933, as amended, and their respective officers and directors
(collectively, the “Indemnitees”) against any and all losses, damages,
penalties, fines, forfeitures, legal fees and related costs, judgments and any
other costs, fees and expenses that any Indemnitee may sustain arising out of
third party claims (including any criminal or civil action brought by a
government agency or department) based on the failure of the Master Servicer to
deliver or cause to be delivered when required the reports required under this
Section 5.15 or any material misstatement or material omission
therein.  If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Indemnitee, then the Master Servicer agrees
that it shall contribute to the amount paid or payable by the Indemnitee as a
result of the losses, claims, damages or liabilities of the Indemnitee in such
proportion as is appropriate to reflect the relative fault of the Indemnitee on
the one hand and the Master Servicer on the other.

     

    
      
        
        

      

      
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    (d) In
approving CFC as the Master Servicer, a major consideration is the information
the CFC has provided about CFC’s servicing qualifications and financial
status.  Consequently, CFC shall notify Farmer Mac promptly
of:  (1) any event resulting in the filing by CFC of a Current Report
on Form 8-K with the SEC; (2) a material adverse change in the financial
condition of CFC or any Affiliate that could materially and adversely affect
Farmer Mac’s interests in the Qualified Loans; or (3) a loss of any license,
qualification to transact business or exemption therefrom in any state where
such loss would materially and adversely impact CFC’s authority or ability to
perform its obligations under this Master Agreement.

     

    Section
5.16. Annual
Independent Public Accountants’ Servicing Statement;
Financial

    Statements.

    


    Farmer Mac shall provide at least sixty
(60) days written notice to Master Servicer prior to the filing of a
registration statement with respect to any Securities
Offering.  Farmer Mac shall pay the following fees and costs to the
extent incurred in connection with the offering of securities pursuant to a
registration statement under the Securities Act of 1933, as
amended:  (i) the fees and costs associated with the filing of a
registration statement or other offering document with any Governmental
Authority, (ii) the fees and expenses of Farmer Mac’s counsel, (iii) any fees
and expenses associated with having the securities rated, (iv) underwriting
commissions and discounts of Farmer Mac’s underwriters for the sale of the
securities, (v) the reasonable fees and expenses of CFC’s counsel, (vi) the
reasonable fees and expenses of CFC’s auditors, and (vii) printing costs of the
prospectus or other offering documents.

     

    The
Master Servicer shall, at its own expense, on or before seventy-five (75) days
after the end of each calendar year, commencing with the calendar year, if any,
during which Purchaser has consummated a Securities Offering, and each calendar
year thereafter during which such Securities Offering is subject to a reporting
obligation under Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, cause a firm of independent public accountants (who may also render
other services to the Master Servicer or any affiliate thereof) which is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Purchaser to the effect that such firm has, with respect to the
Master Servicer’s servicing operations under this Master Agreement with respect
to such Securities Offering, examined such operations in accordance with the
requirements of Item 1122 of Regulation AB, stating such firm’s conclusions
relating thereto.  The Master Servicer shall also provide (i) a
servicer compliance statement as contemplated by Item 1123 of Regulation AB, and
(ii) such information as may be necessary or appropriate in order to fulfill the
requirements set forth in Item 1108 of Regulation AB.

     

    


     

    ARTICLE
VI

    Miscellaneous

     

    Section
6.01. Governing
Law.  The terms of this Master Agreement shall be governed by,
and construed in accordance with, federal law.  To the extent federal
law incorporates state law, that state law shall be the laws of the State of New
York.

     

    
      
        
        

      

      
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    Section
6.02. Demands, Notices,
Communications.  All formal demands, notices and communications
by and between the Master Servicer, and Purchaser shall be in writing and
delivered in person or by an overnight delivery service, in each case with proof
of delivery:

     

    If to the
Purchaser or Farmer Mac:

     

    Federal
Agricultural Mortgage Corporation

    1133 21st
Street, N.W., Suite 600

    Washington,
DC 20036

    Fax:  202-872-7713

    Attention
of: Chief Financial Officer

     

    With a
copy also to:

    Federal
Agricultural Mortgage Corporation

    1133 21st
Street, N.W., Suite 600

    Washington,
DC 20036

    Fax:  202-872-7713

    Attention
of: General Counsel

     

     

    With a
copy also to:

    Federal
Agricultural Mortgage Corporation

    1133 21st
Street, N.W., Suite 600

    Washington,
DC 20036

    Fax:  202-872-7713

    Attention
of: Chief Operating Officer

     

    If to
Master Servicer:

     

    National
Rural Utilities Cooperative Finance Corporation

    2201
Cooperative Way

    Herndon,
VA 20171-3025

    Telephone:  703-709-6718

    Fax:  703-709-6779

    Attention
of: Steven L. Lilly, Senior Vice President &

     Chief Financial
Officer

    With a
copy to:

     

    National
Rural Utilities Cooperative Finance Corporation

    2201
Cooperative Way

    Herndon,
VA 20171-3025

    Telephone:  703-709-6716

    Fax:  703-709-6779

    Attention
of: Robert Geier, Vice President and Controller

    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    With a
copy also to:

     

    National
Rural Utilities Cooperative Finance Corporation

    2201
Cooperative Way

    Herndon,
VA 20171-3025

    Telephone:  703-709-6712

    Fax:  703-709-6811

    Attention
of: John J. List, Esq., Senior Vice President &

       General
Counsel

    With a
copy also to:

     

    National
Rural Utilities Cooperative Finance Corporation

    2201
Cooperative Way

    Herndon,
VA 20171-3025

    Telephone:  703-709-6751

    Fax:  703-709-6776

    Attention
of: Leslie Ebert, Director, Strategic Project Management

    


    Any
notice so delivered within the time prescribed in this Master Agreement shall be
conclusively presumed to have been duly given whether or not the intended
recipient receives such notice, provided that the party giving such notice has
received proof of delivery.

     

    Section
6.03. Severability of
Provisions.  If any one or more of the covenants, agreements,
provisions or terms of this Master Agreement shall be for any reason whatsoever
held invalid, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions or terms
of this Master Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Master Agreement.

     

    Section
6.04. Amendment.  This
Master Agreement may be amended from time to time or the provisions hereof may
be waived or otherwise modified by the parties hereto only by written agreement
signed by the parties hereto.

     

    Section
6.05. Counterparts.  This
Master Agreement may be executed in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

     

    Section
6.06. Authorized
Officers.  The manual or facsimile signature of any individual
appearing on this Master Agreement, or any document or certificate issued
pursuant to this Master Agreement, and which is designated as the signature of a
Responsible Officer of any Person, shall constitute conclusive evidence that
such individual is, in fact, authorized to execute such document,
notwithstanding that such authorization may have lapsed prior to the effective
date of such document.

     

    Section
6.07. Assignability.  Except
as provided in Section 5.12, this Master Agreement shall not be assigned by
either of the parties hereto without the prior written consent of the other
party; provided,
however, that Farmer Mac may, without the prior consent of the Master


     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        
Servicer,
assign this Agreement to any subsidiary of Farmer Mac or any Trust or any
special purpose entity formed to hold the Qualified Loans.  Farmer Mac
shall promptly notify the Master Servicer of any such assignment.  For
purposes of this Section 6.08 only, it is agreed that delegation by the Master
Servicer permitted pursuant to Section 5.01(f) shall not be deemed an attempted
assignment or transfer of servicing prohibited by this Master Agreement, but a
Change in Control of the Master Servicer shall be deemed an attempted assignment
or transfer of servicing prohibited by this Master Agreement without the prior
written consent of Farmer Mac.  Any attempted assignment or transfer
contrary to the provisions of this Section 6.08 shall be null, void, and of no
force or effect.

    

     

    


     

    [SIGNATURES
FOLLOW ON NEXT PAGE]

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the parties hereto hereby execute this Master Agreement as of
the day and year first above written.

    
      
         

        
          
            
              
                
                  	
                          FEDERAL
      AGRICULTURAL MORTGAGE
      

                          CORPORATION,
      as Purchaser

                        
	 
      	 
      
	
                          By:

                        	/s/
      TIMOTHY L. BUZBY  
	
                          Name:

                        	Timothy
      L. Buzby  
	
                          Title:

                        	Vice
      President - CEO 



                

              

            

          

        

        

           

          
            
              
                
                  
                    	
                            
                              NATIONAL RURAL UTILITIES
      

                                COOPERATIVE FINANCE
      

                                CORPORATION, as
      Seller and Master 

                                Servicer

                            

                          
	 
      	 
      
	
                            By:

                          	/s/
      JOHN J. LIST 
	
                            Name:

                          	John
      J. List
	
                            Title:

                          	Senior
      Vice President 



                  

                

              

            

          

          
 

        

      

    

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    EXHIBIT
1

    FORM
OF ASSIGNMENT

     

    On this
_______ day of ________, 200_, National Rural Utilities Cooperative Finance
Corporation (the "Seller"), as Seller
under that certain Master Sale and Servicing Agreement, dated as of
July 24, 2009 (the "Master Agreement"),
does hereby sell, transfer, assign, set over and convey to Federal Agricultural
Mortgage Corporation (the "Purchaser"), as
Purchaser under the Master Agreement, without recourse, but subject to the terms
of the Master Agreement, all right, title and interest of the Seller in and to
the Qualified Loans listed on the schedule attached hereto as Schedule 1, together
with the related documents  and all rights and obligations arising
thereunder.  The ownership of each Qualified Loan and the related
documents is vested in the Purchaser and the ownership of all records and
documents with respect to the related Qualified Loan prepared by or which come
into the possession of the Seller shall immediately vest in the Purchaser and
shall be retained and maintained, in trust, by the Seller at the will of the
Purchaser in such custodial capacity only.

     

    Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Master Agreement.

     

    


    
      	
               
      

            	
              NATIONAL RURAL UTILITIES
      

                COOPERATIVE FINANCE
      

                CORPORATION, as
      Seller and Master 

                Servicer

            


    

    


    


    


    By:

    Name:

    Title:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
2

     

    FORM
OF COMMITMENT LETTER

     

    


     

    


     

    [Date]

     

    Federal
Agricultural Mortgage Corporation

    1133
Twenty-First Street, N.W.

    Suite
600

    Washington,
DC 20036

    


     

    Re: [Loan
ID]

     

    Ladies
and Gentlemen:

    


    National
Rural Utilities Cooperative Finance Corporation (the "Seller") agrees to
sell and Federal Agricultural Mortgage Corporation (the "Purchaser") agrees to
purchase certain Qualified Loans, as described herein, pursuant to the terms and
conditions of that certain Master Sale and Servicing Agreement, dated as of
July 24, 2009 (the "Master
Agreement").

    


    Capitalized
terms used and not defined herein shall have the meaning(s) ascribed thereto in
the Agreement.

    


    [Note:  The
following information may be included on an attached
schedule/spreadsheet.  Bracketed terms in italics reflect terms of the
initial series of Qualified Loans that Seller intends to originate and sell
pursuant to this Master Agreement.]

    


    1.  Sale Date (same as
Commitment Expiration Date):  [First Business Day of
Month]

    


    2.  Mortgage Loans:
[#] [$]

    


    3.  Purchase Price:
[100% of Principal
Balance]

    


    4.  Mortgage
Loan Interest Rate:

    


    Rate
Index                                                      [One-Month
Libor]

    


    Reset
Margin                                           _____
basis points

    


    Servicing Fee
Rate                                                      _____ basis points [35]

               


    4.  Scheduled Installment
Payment Dates: [February 1 & August
1]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  First Principal Payment
Date: [First Payment
Date after First Billing Cycle]

    


    6.  First Interest Payment
Date: [First Payment
Date]

    


    7.  Interest Rate Reset
Date: [first day of
each month]

    


    8.  Amortization
Term:  [15  Years or 25
Years]

    


    9. Amortization Method: [Level Debt
Service]

    


    10.  Maturity Date:
[15
Years]

    


    11.  Wire
Instructions:

    


    12.  Delivery:  The
sale and purchase of Qualified Loans under this letter agreement is mandatory no
later than the Sale Date.  All Mortgage Files shall be delivered to
Purchaser or Purchaser's custodian, in accordance with the terms and conditions
of the Master Agreement.

    


    14.  Additional
Terms:

    


    


    


    (Signature
Page to Follow)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
letter agreement and the Master Agreement together contain the entire agreement
relating to the subject matter hereof between us and supersedes any prior oral
or written agreement between us.  This letter agreement may only be
amended by a written document signed by both Seller and
Purchaser.  This letter agreement shall be kept confidential unless
otherwise agreed to in writing by Seller and Purchaser or otherwise required by
law.

    


    Please
confirm that the foregoing specifies the terms of our agreement by signing and
returning this letter via e-mail to capitalmarkets@farmermac.com and
AccountingOps@farmermac.com [or facsimile to [__________]] no later than
__________, 200__.

    


    This
letter may be executed by facsimile and in any number of counterparts, each of
which shall be deemed an original, and shall be governed by the laws of the
State of New York.

    


    


    Very
truly yours,

    


    FEDERAL AGRICULTURAL


    MORTGAGE CORPORATION,


    as
Purchaser

    


    By:

    Name:

    Title:

    


    


    Accepted
and Agreed:

    


    


    NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION, as Seller and Master Servicer

    


    By:

    Name:

    Title:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
3

     

    FORM
OF DEFAULTED AND QUALIFIED LOAN EXCEPTION REPORT

     

    QUALIFIED
REPORT:

     

    
      	
              Coop
      ID

            	
              Loan
      Number

            	
              Date
      of Payment

            	
              Total
      Payment Amount

            	
              Principal
      Payment Amount

            	
              Interest
      Payment Amount

            	
              Servicing
      Fee Amount

            	
              Net
      Interest Payment Amount

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


     

                                                                    Date:  __________________

     

    DEFAULT
REPORT:

     

    
      	
              Borrower
      Name

            	
              Coop
      ID

            	
              Payment
      Due Date

            	
              Servicer’s
      Comments

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


     

                                                                    Date:
__________________

        

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
4

     

    
      
        	
                Coop
      ID

              	
                Borrower

              	
                Loan
      Number

              	
                Loan
      Amount

              	
                Sale
      Date

              	
                Maturity
      Date

              	
                Servicing
      Fee

              	
                Payment
      Frequency

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      
FORM OF LOAN SETUP FILE

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
5

    FORM
OF MASTER SERVICER’S REPORT

     

    
      	
              Coop
      ID

            	
              Loan
      Number

            	
              Beginning
      Principal Balance

            	
              Ending
      Principal Balance

            	
              Loan
      Interest Rate

              (Base
      Rate)

            	
              Gross
      Monthly Interest Accrual

            	
              Delinquency
      Code

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


     

    Delinquency
Codes:

     

    
      	
              Delinquency
      Code

            	
              Delinquency
      Code Description

            
	
              1

            	
              Current

            
	
              2

            	
              30-60
      Days

            
	
              3

            	
              60-90
      Days

            
	
              4

            	
              90-180
      Days

            
	
              5

            	
              180+
      Days

            
	
              6

            	
              Foreclosure

            
	
              7

            	
              Bankruptcy

            
	
              8

            	
              REO

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
6

     

    FORM
OF SERVICING CERTIFICATE

     

    I, [name of certifying individual], a
duly elected and acting officer of National Rural Utilities Cooperative Finance
Corporation (the “Master Servicer”), certify pursuant to Section 5.15(a) of
the Master Sale and Servicing Agreement dated as of July 24, 2009 (as it may be
amended from time to time, the “Servicing Agreement”) between the Master
Servicer and Federal Agricultural Mortgage Corporation (“Farmer Mac”) to Farmer
Mac and each person or entity, if any, who “controls” Farmer Mac within the
meaning of the Securities Act of 1933, as amended, and their respective officers
and directors, with respect to the calendar year immediately preceding the date
of this Certificate (the “Relevant Year”), as follows:

     

    


     

    1.           I
am responsible for reviewing the activities performed by the Master Servicer
under the Servicing Agreement during the Relevant Year.

     

    


     

    2.           Based
upon the review required by the Servicing Agreement and except as disclosed in
this Officer’s Certificate or in any accountants’ statement provided pursuant to
Section 5.15(a) or Section 5.16 of the Servicing Agreement, to the best of my
knowledge, the Master Servicer has fulfilled all of its obligations under the
Servicing Agreement throughout the Relevant Year.

     

    


     

    3.           The
Master Servicer has a comprehensive disaster recovery and business continuity
plan that includes the following elements:

     

    (a)           duplication
of the Servicer’s production information systems at an off-site facility coupled
with an extensive business recovery plan to utilize those remote
systems;

    


    (b)           replication
of the Master Servicer’s production data in real time to the recovery
site;

    


    (c)           processes
for each of the Master Servicer’s operating groups to conduct business with a
view to minimizing disruption for customers;

    


    (d)           periodic
disaster recovery exercises that include both the information technology group
and business areas;

    


    (e) contracts
with an external vendor for facilities to house the Master Servicer’s backup
systems as well as office space and related office equipment; and

    


    (f) backup
tapes stored at an off-site storage location managed by an external
vendor.

    


    4.           With
respect to each Mortgaged Property, except as identified in writing to Farmer
Mac, the Master Servicer has received no notification of a delinquency in the
payment of  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    all
insurance premiums, assessments, taxes and other charges that may become liens
having precedence over the related Mortgage.

     

    


    5.           For
purposes of this Officer’s Certificate, “Relevant Information” means the
information included herein for the Relevant Year and the information in all
Master Servicer’s Reports provided by the Master Servicer pursuant to Section
5.15(a) of the Servicing Agreement during the Relevant Year.  To the
best of my knowledge, the Relevant Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein which is necessary to make the statements made
therein, in light of the circumstances under which such statements were made,
not misleading as of the last day of the Relevant Year.

     

    DATED as
of _______________.

     

                                                        _____________________________________

                                                        Name:________________________________

                                                        Title:_________________________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
7

    


    FORM
OF INVOICE REGISTER REPORT

     

    


     

    
      	 
      	
              Coop
      ID

            	
              Loan
      Number

            	
              Interest

            	
              Principal

            	
              Total

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Billing
      Period:

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
8

    


    FORM
OF REMITTANCE RECONCILIATION REPORT

     

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              To:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              From:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Date:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Re:

            	
              Month/Year Remittance
      Amount

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              The
      amount to be transferred on the Month/Year Distribution
      Date is as follows:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Interest

            	 
      	 
      	 
      	
              $

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              Principal

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Principal
      Prepayments

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Prepayment
      Premiums

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Investment
      Account Earnings

            	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Late
      Charges

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Total
      Remittance

            	 
      	 
      	
              $