Exhibit 10.82
STANDBY
IRREVOCABLE TEMPORARY
CREDIT AND LIQUIDITY FACILITY
(TEMPORARY CREDIT AND LIQUIDITY PROGRAM)
by
FANNIE MAE
and
FEDERAL HOME LOAN MORTGAGE CORPORATION
in favor of
[TRUSTEE], as Trustee and Tender Agent,
Dated as of [CLOSING DATE], 2009
Relating to:
[HOUSING FINANCE AGENCY]
[NAME OF BONDS]
Concerning credit and liquidity support for the various Series of Bonds
identified in Schedule 1 attached
hereto.
1.
DEFINITIONS
1
2.
AMOUNT AVAILABLE
3
3.
ADVANCES
4
4.
PRESENTATION OF CERTIFICATES
4
5.
THE GSES' ENGAGEMENT
5
6.
NONCONFORMING DRAW
6
7.
EXPIRATION AND TERMINATION:
6
8.
REDUCTION AND REINSTATEMENT OF AMOUNT AVAILABLE
7
9.
DISCHARGE OF OBLIGATIONS
8
10.
NATURE OF THE GSES' OBLIGATIONS
8
11.
TRANSFER
8
12.
NOTICES AND DELIVERIES
8
13.
GOVERNING LAW
9
14.
ENTIRE CREDIT AND LIQUIDITY FACILITY
9
EXHIBIT A - CERTIFICATE FOR "DEBT SERVICE ADVANCE"
EXHIBIT B - CERTIFICATE FOR "MANDATORY TENDER ADVANCE"
EXHIBIT C - CERTIFICATE FOR "LIQUIDITY ADVANCE"
EXHIBIT D - CERTIFICATE OF TERMINATION
EXHIBIT E - CERTIFICATE OF REDUCTION
EXHIBIT F - CERTIFICATE OF REINSTATEMENT
EXHIBIT G - CERTIFICATE FOR SUCCESSOR TRUSTEE
SCHEDULE 1 - BONDS SUPPORTED BY CREDIT AND LIQUIDITY FACILITY
ii
STANDBY
IRREVOCABLE TEMPORARY
CREDIT AND LIQUIDITY FACILITY
Concerning certain Series of Bonds identified in Schedule 1 hereto of
[TITLE OF BONDS] issued pursuant to
[an Indenture of Trust, dated as of ___, ___ between] [TRUSTEE] and [ISSUER]
[CLOSING DATE]
U.S. $
[NAME OF TRUSTEE], as Trustee
[ADDRESS OF TRUSTEE]
At the request of [ISSUER] (the "Issuer"), Fannie Mae ("Fannie Mae") and
Federal Home Loan Mortgage Corporation ("Freddie Mac") (Fannie Mae and Freddie
Mac are referred to herein as the "GSEs" and each, a "GSE") issue this standby
irrevocable, temporary Credit and Liquidity Facility (the "Credit and Liquidity
Facility") to [TRUSTEE] (the "Trustee"), not in its individual or corporate
capacity but solely as Trustee for the owners of the Bonds issued in the one or
more series set forth on Schedule 1 attached hereto (each a "Series of Bonds" or
"Bond Series" and together, the "Bonds") pursuant to the Indenture of Trust (as
amended and supplemented in accordance with its terms, the "Indenture") dated as
of [DATE] between [ISSUER] and the Trustee.
1. Definitions. Capitalized terms used in this Credit and Liquidity
Facility have the meanings given to those terms in this Section 1 or elsewhere
in this Credit and Liquidity Facility.
"Administrator" means the entity designated by the GSEs to act as their
administrative agent relative to this Credit and Liquidity Facility, initially
U.S. Bank, National Association.
"Advance" means a Debt Service Advance, a Liquidity Advance or a Mandatory
Tender Advance.
"Affiliate" as applied to any person, means any other person directly or
indirectly controlling, controlled by, or under common control with, that
person. For the purposes of this definition, "control" (including with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with"), as applied to any person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that person, whether through the ownership of voting securities,
partnership interests or by