Sale or Assignment of Bond
35
Section 15.5
Forbearance Not a Waiver
36
Section 15.6
Rights Confined to Parties
37
Section 15.7
Governing Law
37
Section 15.8
Severability
37
Section 15.9
Headings
37
Section 15.10
Counterparts
37
SIGNATURES
39
EXHIBIT A
FORM OF ADVANCE REQUEST
EXHIBIT B
FORM OF BOND
EXHIBIT C
FORM OF CERTIFICATE SPECIFYING AUTHORIZED BORROWER
OFFICIALS
EXHIBIT D
FORM OF CERTIFICATE SPECIFYING AUTHORIZED RUS
OFFICIALS
EXHIBIT E
FORM OF OPINION OF BORROWER'S COUNSEL re: BORROWER'S INSTRUMENTS
EXHIBIT F
FORM OF OPINION OF RUS's COUNSEL re: RUS GUARANTEE
EXHIBIT G
FORM OF RUS CERTIFICATE
EXHIBIT H
FORM OF RUS GUARANTEE
BOND PURCHASE AGREEMENT - page iv
RUS
SERIES E BOND PURCHASE AGREEMENT made as of December 1, 2011, by and among the
FEDERAL FINANCING BANK ("FFB"), a body corporate and instrumentality of the
United States of America, the NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION (the "Borrower"), a cooperative association organized and existing
under the laws of the District of Columbia, and the ADMINISTRATOR of the RURAL
UTILITIES SERVICE ("RUS"), a Rural Development agency of the United States
Department of Agriculture.
WHEREAS, RUS is authorized, pursuant to the Guarantee Authority (as hereinafter
defined), to guarantee loans that meet the requirements of the Guarantee
Authority; and
WHEREAS, FFB is authorized, under section 6(a) of the FFB Act (as hereinafter
defined), to make commitments to purchase, and to purchase on terms and
conditions determined by FFB, any obligation that is issued, sold, or guaranteed
by an agency of the United States of America; and
WHEREAS, FFB is entering into this Series E Bond Purchase Agreement, as
authorized by section 6(a) of the FFB Act, setting out, among other things,
FFB's agreement to purchase, pursuant to the FFB Act, the Bond (as hereinafter
defined) to be issued by the Borrower, when the terms and conditions specified
herein have been satisfied, as hereinafter provided; and
WHEREAS, RUS has determined that the Borrower meets the qualifications for being
a "lender," as that term is used in the Guarantee Authority, and for being a
"Guaranteed Lender," as that term is used in the regulations promulgated by RUS
to carry out the Guarantee Authority; and
WHEREAS, RUS is authorized to enter into this Series E Bond Purchase Agreement;
and
BOND PURCHASE AGREEMENT - page 1
RUS
WHEREAS, the Borrower is authorized to enter into this Series E Bond Purchase
Agreement.
NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, FFB, RUS, and the Borrower agree as
follows:
ARTICLE 1
DEFINITIONS AND RULES OF INTERPRETATION
Section 1.1
Definitions.
As used in this Agreement, the following terms shall have the respective
meanings specified in this section 1.1, unless the context clearly requires
otherwise.
"Advance" shall mean an advance of funds made by FFB under the Bond in
accordance with the provisions of article 7 of this Agreement.
"Advance Identifier" shall mean, for each Advance, the particular sequence of
letters