<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 28, 2000
Farmer Mac Mortgage Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-80805 52-1779791
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
919 18th Street, N.W. 20006
Washington, D.C. --------
-------------------------- (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (202) 872-7700
No Change
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
A. The Registrant registered issuances of Guaranteed Agricultural
Mortgage-Backed Securities on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended (the "Act"), by a Registration
Statement on Form S-3 (Registration File No. 333-80805)(the "Registration
Statement"). Pursuant to the Registration Statement, the Registrant issued
approximately $68,791,470 in aggregate principal amount of its Guaranteed
Agricultural /Mortgage-Backed Securities, Farmer Mac II Trust 2000-A, Series
4/28/00 (the "Certificates") on April 28, 2000. This Current Report on Form 8-K
is being filed to satisfy an undertaking, in connection with the Prospectus
dated March 29, 2000 and the Prospectus Supplement dated April 28, 2000, to file
a copy of the Trust Agreement, attached hereto as Exhibit 4.4, and Issue
Supplement, attached hereto as Exhibit 4.4.1, a copy of the Underwriting
Agreement, attached hereto as Exhibit 1.3, and a copy of the Terms Agreement,
attached hereto as Exhibit 1.3.1.
The Certificates were issued pursuant to a Trust Agreement (filed as
Exhibit 4.4 to the Registration Statement), dated as of March 30, 2000 among
Farmer Mac Mortgage Securities Corporation, as Depositor, Federal Agricultural
Mortgage Corporation, as Guarantor, and First Trust National Association, N.A.,
as Trustee, as supplemented by an Issue Supplement, among Farmer Mac Mortgage
Securities Corporation, as Depositor, Federal Agricultural Mortgage Corporation,
as Guarantor, and U.S. Bank Trust National Association, N.A., as successor to
First Trust National Association, N.A., as Trustee, dated as of March 31, 2000.
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.3. Underwriting Agreement, dated as of April 27, 2000,
among Farmer Mac Mortgage Securities Corporation,
Federal Agricultural Mortgage Corporation and Donaldson,
Lufkin & Jenrette Securities Corporation.
1.3.1 Terms Agreement, dated as of April 27, 2000, among
Farmer Mac Mortgage Securities Corporation, Federal
Agricultural Mortgage Corporation and Donaldson, Lufkin
& Jenrette Securities Corporation.
4.4 Trust Agreement, dated as if March 31, 2000, between
Farmer Mac Mortgage Securities Corporation, as
Depositor, and Federal Agricultural Mortgage
Corporation, as Issuer and Trustee.
4.4.1 Issue Supplement, dated as of March 31, 2000, between
Farmer Mac Mortgage Securities Corporation, as
Depositor,and Federal Agricultural Mortgage Corporation,
as Issuer and Trustee.
SIGNATURES
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FARMER MAC MORTGAGE SECURITIES
CORPORATION
By:______________________________
Name: Jerome G. Oslick
Title:Vice President - General Counsel
Dated: May 11, 2000
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1.3. Underwriting Agreement
1.3.1. Terms Agreement
4.4. Trust Agreeement
4.4.1 Issue Supplement
<PAGE>
EXHIBIT 1.3
Underwriting Agreement
<PAGE>
FARMER MAC MORTGAGE SECURITIES CORPORATION
GUARANTEED AGRICULTURAL MORTGAGE-BACKED SECURITIES
(Issuable in Series)
GUARANTEED BY
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
UNDERWRITING AGREEMENT
Greenwich Capital Markets, Inc. April 27, 2000
600 Steamboat Road
Greenwich, Connecticut 06830
Ladies and Gentlemen:
Farmer Mac Mortgage Securities Corporation, a corporation organized
and existing under the laws of the State of Delaware (the "Company"), may offer
for sale to you (the "Underwriter") from time to time its Guaranteed
Agricultural Mortgage-Backed Securities ("AMBS") evidencing interests in pools
of agricultural real estate mortgage loans (the "Qualified Loans") and
previously issued AMBS (the "Certificates"). The Certificates may be issued in
various series, and within each series, in one or more classes, in one or more
offerings on terms determined at the time of sale (each such series, a "Series"
and each such class, a "Class"). Each Series of the Certificates will be issued
pursuant to a Trust Agreement (the "Trust Agreement") as supplemented by an
Issue Supplement (each, an "Issue Supplement" and together with the Trust
Agreement, the "Agreement") to be dated as of the respective cut-off date (each,
a "Cut-off Date") between the Company, as depositor, the Federal Agricultural
Mortgage Corporation ("Farmer Mac"), as guarantor, and either U.S. Bank Trust
National Association, as successor to First Trust National Association, or
Farmer Mac, as trustee (the "Trustee"). Capitalized terms used but not defined
herein shall have the meanings given to them in the Agreement.
The Certificates issued under the Agreement will represent the
entire beneficial ownership interest in a trust fund (the "Trust Fund")
established by such Agreement. If so specified in the related Terms Agreement,
one or more elections may be made to treat the assets of each Trust Fund as a
real estate mortgage investment conduit (each, a "REMIC") for federal income tax
purposes.
The Certificates will have the benefit of the guarantee of Farmer Mac (the
"Farmer Mac Guarantee"). The Farmer Mac Guarantee will guarantee the timely
payment of required distributions of interest and principal on the Certificates
as described in the related Issue Supplement.
<PAGE>
Whenever the Company determines to make an offering of Certificates
(each, a "Certificate Offering") pursuant to this Agreement through you, it will
enter into an agreement with you (the "Terms Agreement") providing for the sale
of specified Classes of Offered Certificates (as defined below) to, and the
purchase and public offering thereof by, you. Each such Certificate Offering
which the Company elects to make pursuant to this Agreement shall be governed by
this Underwriting Agreement, as supplemented by the related Terms Agreement.
Each Terms Agreement, which shall be substantially in the form of Exhibit A
hereto, shall specify, among other things, the Classes of Certificates to be
purchased by the Underwriter (the "Offered Certificates"), the principal balance
or balances of the Offered Certificates, each subject to any stated variance,
and the price or prices at which such Offered Certificates are to be purchased
by the Underwriter from the Company.
1. Representations and Warranties. (a) The Company represents and
warrants to and agrees with the Underwriter, as of the date of the related Terms
Agreement, that:
(i) The registration statement specified in the
related Terms Agreement, on Form S-3, including a prospectus, has
been filed with the Securities and Exchange Commission (the
"Commission") for the registration under the Securities Act of 1933,
as amended (the "Act"), of guaranteed agricultural mortgage-backed
securities issuable in series, which registration statement has been
declared effective by the Commission. Such registration statement,
as amended to the date of the related Terms Agreement, including any
documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Act which were filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on or before
the effective date of the Registration Statement, is hereinafter
called the "Registration Statement", and such prospectus, as such
prospectus is supplemented by a prospectus supplement relating to
the Offered Certificates of the related Series, each in the form
first filed after the date of the related Terms Agreement pursuant
to Rule 424(b) under the Act, including any documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Act
which were filed under the Exchange Act on or before the date of
such prospectus supplement (other than any such incorporated
documents that relate to Collateral Term Sheets (as defined
herein))(such prospectus supplement, including such incorporated
documents (other than those that relate to Collateral Term Sheets),
in the form first filed after the date of the related Terms
Agreement pursuant to Rule 424(b) is hereinafter called the
"Prospectus Supplement"), is hereinafter called the "Prospectus".
Any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the
Prospectus or the Prospectus Supplement shall be deemed to refer to
and include the filing of any document under the Exchange Act after
the effective date of the Registration Statement or the issue date
of the Prospectus or Prospectus Supplement, as the case may be,
deemed to be incorporated therein by reference pursuant to Item 12
of Form S-3 under the Act.
<PAGE>
(ii) The related Registration Statement, at the time
it became effective, and the Prospectus contained therein, and any
amendments thereof and supplements thereto filed prior to the date
of the related Terms Agreement, conformed in all material respects
to the requirements of the Act and the rules and regulations of the
Commission thereunder; on the date of the related Terms Agreement
and on each Closing Date (as defined in Section 3 below), the
related Registration Statement and the related Prospectus, and any
amendments thereof and supplements thereto, will conform in all
material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder; such Registration
Statement, at the time it became effective, did not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; such Prospectus, on the date of any filing
pursuant to Rule 424(b) and on each Closing Date, will not include
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading; and any
Form 8-K referred to in such Prospectus, on each Closing Date and
the date of any filing thereof under cover of Form 8-K, will not
include any untrue statement of a material fact or omit to state any
information which such Prospectus states will be included therein;
provided, however, that the Company makes no representations or
warranties as to the information contained in or omitted from (A)
such Registration Statement or such Prospectus (or any supplement
thereto) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Underwriter
specifically for use in the preparation thereof or (B) any Current
Report (as defined in Section 5(b) below), or in any amendment
thereof or supplement thereto, incorporated by reference in such
Registration Statement or such Prospectus (or any amendment thereof
or supplement thereto).
(iii) On the Closing Date, the Certificates of the
related Series will have been duly and validly authorized, and when
executed and authenticated in accordance with the terms of the
Agreement and sold to the Underwriter as provided herein, will be
validly issued and entitled to the benefits of the Agreement.
(iv) On the Closing Date, the Farmer Mac Guarantee will
be in full force and effect and constitute a valid and binding
agreement of Farmer Mac enforceable in accordance with its terms.
2. Purchase and Sale. Subject to the execution of the Terms
Agreement for a particular Certificate Offering and subject to the terms and
conditions and in reliance upon the representations and warranties set forth in
this Underwriting Agreement and such Terms Agreement, the Company agrees to sell
to the Underwriter, and the Underwriter agrees to purchase from the Company,
all, but not less than all, of the related Offered Certificates at the purchase
price therefor set forth in such Terms Agreement (the "Purchase Price").
<PAGE>
The parties hereto agree that settlement for all securities sold
pursuant to this Underwriting Agreement and the applicable Terms Agreement shall
take place on the settlement date agreed upon at the time of the related
transaction and set forth as the "Closing Date" in such Terms Agreement and not
as set forth in Rule 15c6-1(a) of the Exchange Act.
3. Delivery and Payment. Delivery of and payment for the Offered
Certificates of a Series shall be made at the offices of the Company,
Washington, D.C., at 10:00 A.M., New York City time, on the Closing Date
specified in the related Terms Agreement, which date and time may be postponed
by agreement between the Underwriter and the Company (such date and time being
herein called the "Closing Date"). Delivery of such Offered Certificates shall
be made to the Underwriter against payment by the Underwriter of the Purchase
Price thereof to or upon the order of the Company by wire transfer in federal or
other immediately available funds or by check payable in federal funds, as the
Company shall specify no later than five full business days prior to such
Closing Date. Unless delivery is made through the facilities of the U.S. Federal
Reserve Banks, the Offered Certificates shall be in certificated form and
registered in such names and in such authorized denominations as the Underwriter
may request not less than two full business days in advance of each Closing
Date.
4. Offering by the Underwriter. It is understood that the
Underwriter proposes to offer the Offered Certificates of the related Series for
sale to the public as set forth in the related Prospectus.
5. Agreements. The Company and Farmer Mac jointly and severally
agree with the Underwriter that:
(a) The Company will cause the Prospectus as supplemented by a
Prospectus Supplement relating to the Offered Certificates to be filed
pursuant to Rule 424 under the Act and will promptly advise the
Underwriter when such Prospectus as so supplemented has been so filed, and
at any time when a Prospectus is required to be delivered under the Act
also will promptly advise the Underwriter (i) when any amendment to the
related Registration Statement specifically relating to such Offered
Certificates shall have become effective or any further supplement to such
Prospectus has been filed, (ii) of any request by the Commission for any
amendment of such Registration Statement or Prospectus or for any
additional information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of such Registration Statement or
the institution or threatening of any proceeding for that purpose and (iv)
of the receipt by the Company of any written notification with respect to
the suspension of the qualification of such Offered Certificates for sale
in any jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will not file any amendment of the related
Registration Statement or supplement to the related Prospectus (other than
any amendment or supplement specifically relating to one or more Series of
guaranteed agricultural mortgage-backed securities other than the Series
that includes the related Offered Certificates) unless the Company has
furnished the Underwriter with a copy for its review prior to filing. The
Company will use its best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal
thereof.
<PAGE>
(b) The Company will cause any Computational Materials and any
Structural Term Sheets (each as defined in Section 8 below) with respect
to the Offered Certificates of a Series that are delivered by the
Underwriter to the Company pursuant to Section 8 to be filed with the
Commission on a Current Report on Form 8-K (each such filing of such
materials, a "Current Report") pursuant to Rule 13a-11 under the Exchange
Act on the business day immediately following the later of (i) the day on
which such Computational Materials and Structural Term Sheets are
delivered to counsel for the Company by the Underwriter prior to 10:30
a.m. and (ii) the date on which this Agreement is executed and delivered.
The Company will cause one Collateral Term Sheet (as defined in Section 9
below) with respect to the Offered Certificates of a Series that is
delivered by the Underwriter to the Company in accordance with the
provisions of Section 9 to be filed with the Commission on a Current
Report pursuant to Rule 13a-11 under the Exchange Act on the business day
immediately following the day on which such Collateral Term Sheet is
delivered to counsel for the Company by the Underwriter prior to 10:30
a.m. In addition, if at any time prior to the availability of the related
Prospectus Supplement the Underwriter has delivered to any prospective
investor a Collateral Term Sheet that reflects, in the reasonable judgment
of the Underwriter and the Company, a material change in the
characteristics of the Qualified Loans for the related Series from those
on which a Collateral Term Sheet with respect to the related Series
previously filed with the Commission was based, the Company will cause any
such Collateral Term Sheet that is delivered by the Underwriter to the
Company in accordance with the provisions of Section 9 to be filed with
the Commission on a Current Report on the business day immediately
following the day on which such Collateral Term Sheet is delivered to
counsel for the Company by the Underwriter prior to 10:30 a.m. In each
case, the Company will promptly advise the Underwriter when such Current
Report has been so filed. Each such Current Report shall be incorporated
by reference in the related Prospectus and the related Registration
Statement. Notwithstanding the five preceding sentences, the Company shall
have no obligation to file any materials provided by the Underwriter
pursuant to Sections 8 and 9 which, in the reasonable determination of the
Company after making reasonable efforts to consult with the Underwriter,
are not required to be filed pursuant to the Kidder Letters or the PSA
Letter (each as defined in Section 8 below), or which contain erroneous
information or contain any untrue statement of a material fact or, when
read in conjunction with the Prospectus and Prospectus Supplement, omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading; it being understood, however, that
the Company shall have no obligation to review or pass upon the accuracy
or adequacy of, or to correct, any Computational Materials, Structural
Term Sheets or Collateral Term Sheets provided by the Underwriter to the
Company pursuant to Section 8 or Section 9 hereof.
<PAGE>
(c) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, any
event occurs as a result of which the related Prospectus as then amended
or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein
in light of the circumstances under which they were made not misleading,
or if it shall be necessary at any time to amend or supplement the related
Prospectus to comply with the Act or the rules thereunder, the Company
promptly will prepare and file with the Commission, subject to paragraph
(a) of this Section 5, an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance;
provided, however, that the Company will not be required to file any such
amendment or supplement with respect to any Computational Materials,
Structural Term Sheets or Collateral Term Sheets incorporated by reference
in the Prospectus other than any amendments or supplements of such
Computational Materials or Structural Term Sheets that are furnished to
the Company by the Underwriter pursuant to Section 8(e) hereof or any
amendments or supplements of such Collateral Term Sheets that are
furnished to the Company by the Underwriter pursuant to Section 9(d)
hereof which the Company determines to file in accordance therewith.
(d) Whether or not the transactions contemplated hereby and by
the related Terms Agreement shall be consummated, the Company shall be
responsible for the payment of any costs and expenses for which details
are submitted, in connection with the performance of its obligations under
this Underwriting Agreement and the related Terms Agreement. The
Underwriter will pay all its own costs and expenses, including the fees of
counsel for the Underwriter, transfer taxes on resale of any Offered
Certificates by it, advertising expenses connected with any offers that it
may and all expenses (e.g., shipping, postage and courier costs)
associated with the delivery of the related Prospectus to prospective
investors and investors, other than the costs of delivery to the
Underwriter's facilities.
6. Conditions to the Obligations of the Underwriter. The obligation
of the Underwriter to purchase the Offered Certificates of any Series shall be
subject to the accuracy in all material respects of the representations and
warranties on the part of the Company or Farmer Mac contained in this Agreement,
as supplemented by the related Terms Agreement, as of the respective dates
thereof and the related Closing Date, to the accuracy of the statements of the
Company or Farmer Mac made in any applicable officers' certificates pursuant to
the provisions hereof, to the performance by the Company or Farmer Mac of each
of its obligations under this Agreement and such Terms Agreement and to the
following additional conditions applicable to the related Certificate Offering:
<PAGE>
(a) No stop order suspending the effectiveness of the related Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or threatened.
(b) Jerome G. Oslick, General Counsel of the Company and
Farmer Mac, shall have furnished to the Underwriter an opinion, dated the
related Closing Date, to the effect as set forth in Exhibit B hereto.
(c) Special counsel to the Company and Farmer Mac shall have furnished to the
Underwriter an opinion, dated the related Closing Date, to the effect set
forth in Exhibit C hereto.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects with respect to the particular Offered
Certificates of a Series when and as provided in this Underwriting Agreement and
the related Terms Agreement, this Agreement (with respect to such Offered
Certificates) and such Terms Agreement and all obligations of the Underwriter
hereunder (with respect to such Offered Certificates) and thereunder may be
canceled at, or at any time prior to, the related Closing Date by the
Underwriter. Notice of such cancellation shall be given to the Company in
writing, or by telephone or telecopy confirmed in writing.
7. Indemnification and Contribution. (a) The Company and Farmer Mac
agree, jointly and severally, to indemnify and hold harmless the Underwriter and
each person who controls the Underwriter within the meaning of the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act, or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement relating to the Offered Certificates of the applicable Series as it
became effective or in any amendment or supplement thereof or supplement
thereto, or in the related Prospectus, or in any amendment thereof, or in the
Form 8-K referred to in such Prospectus or arise out of or are based upon the
omission or alleged omission (in the case of any Computational Materials or ABS
Term Sheets (in each case, as defined herein) in respect of which the Company
and Farmer Mac agree to indemnify the Underwriter, as set forth below, when such
are read in conjunction with the related Prospectus and Prospectus Supplement)
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company and Farmer Mac will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein (A) in reliance
upon and in conformity with written information furnished to the Company as
herein stated by or on behalf of the Underwriter specifically for use in
connection with the preparation thereof or (B) in any Current Report or any
amendment or supplement thereof, except to the extent that any untrue statement
or alleged untrue statement therein or omission therefrom results (or is alleged
to have resulted) directly from an error (a "Mortgage Pool Error") in the
information concerning the characteristics of the Mortgage Loans furnished by
the Company to the Underwriter in writing or by electronic transmission that was
used in the preparation of either (x) any Computational Materials or ABS Term
Sheets (or amendments or supplements thereof) included in such Current Report
(or amendment or supplement thereof) or (y) any written or electronic materials
furnished to prospective investors on which the Computational Materials (or
amendments or supplements) were based, (ii) such indemnity with respect to any
Corrected Statement (as defined below) in such Prospectus (or supplement
thereto) shall not inure to the benefit of the Underwriter (or any person
controlling the Underwriter) from whom the person asserting any loss, claim,
damage or liability purchased the Certificates of the related Series that are
the subject thereof if such person did not receive a copy of a supplement to
such Prospectus at or prior to the confirmation of the sale of such Certificates
and the untrue statement or omission of a material fact contained in such
Prospectus (or supplement thereto) was corrected (a "Corrected Statement") in
such other supplement and such supplement was furnished by the Company to the
Underwriter prior to the delivery of such confirmation, and (iii) such indemnity
with respect to any Mortgage Pool Error shall not inure to the benefit of the
Underwriter (or any person controlling the Underwriter) from whom the person
asserting any loss, claim, damage or liability received any Computational
Materials (or any written or electronic materials on which the Computational
Materials are based) or ABS Term Sheets that were prepared on the basis of such
Mortgage Pool Error, if, prior to the time of confirmation of the sale of the
applicable Certificates to such person, the Company notified the Underwriter in
writing of the Mortgage Pool Error or provided in written or electronic form
information superseding or correcting such Mortgage Pool Error (in any such
case, a "Corrected Mortgage Pool Error"), and the Underwriter failed to notify
such person thereof or to deliver to such person corrected Computational
Materials (or underlying written or electronic materials) or ABS Term Sheets.
This indemnity agreement will be in addition to any liability which the Company
or Farmer Mac may otherwise have.
<PAGE>
(b) The Underwriter agrees to indemnify and hold harmless the
Company and Farmer Mac, each of its directors, each of its officers who signs
the Registration Statement relating to the Offered Certificates of the
applicable Series, and each person who controls the Company or Farmer Mac within
the meaning of the Act or the Exchange Act to the same extent as the foregoing
indemnities from the Company and Farmer Mac to the Underwriter, but only with
reference to (A) written information furnished to the Company by or on behalf of
the Underwriter specifically for use in the preparation of the documents
referred to in the foregoing indemnity with respect to the related Series, or
(B) any Computational Materials or ABS Term Sheets (or amendments or supplements
thereof) furnished to the Company by the Underwriter pursuant to Section 8 or
Section 9 and incorporated by reference in such Registration Statement or the
related Prospectus or any amendment or supplement thereof (except that no such
indemnity shall be available for any losses, claims, damages or liabilities, or
actions in respect thereof, resulting from any Mortgage Pool Error, other than a
Corrected Mortgage Pool Error). This indemnity agreement will be in addition to
any liability which the Underwriter may otherwise have. The Company acknowledges
that the statements set forth with respect to the Underwriter and the purchase
price of the Certificates setr forth on thecover page of the prospectus
Supplement and any information with respect to the Underwriter contained in
"Methods of Distribution" in the Prospectus Supplement constitute the only
information furnished in writing by or on behalf of the Underwriter for
inclusion in the related Prospectus (other than any Computational Materials or
ABS Term Sheets (or amendments or supplements thereof) furnished to the Company
by the Underwriter), and the Underwriter confirms that such statements are
correct.
(c) Promptly after receipt by an indemnified party under Section 7
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 7. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel approved by the indemnified party in the case of subparagraph
(a) or (b), representing the indemnified parties under subparagraph (a) or (b),
who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii).
<PAGE>
(d) If the indemnification provided for in paragraph (a) or (b) of
this Section 7 is due in accordance with its terms but is for any reason held by
a court to be unavailable from the Company, Farmer Mac or the Underwriter, on
grounds of policy or otherwise, the Company, Farmer Mac and the Underwriter
shall contribute to the aggregate losses, claims, damages and liabilities
(including legal and other expenses reasonably incurred in connection with
investigating or defending same) to which the Company, Farmer Mac and the
Underwriter may be subject, as follows:
(i) in the case of any losses, claims, damages and liabilities (or
actions in respect thereof) which do not arise out of or are not based
upon any untrue statement or omission of a material fact in any
Computational Materials or ABS Term Sheets (or any amendments or
supplements thereof), in such proportion so that the Underwriter is
responsible for that portion represented by the difference between the
proceeds to the Company and Farmer Mac in respect of the Offered
Certificates appearing on the cover page of the Prospectus Supplement for
the related Series and the total proceeds received by the Underwriter from
the sale of such Offered Certificates (the "Underwriting Discount"), and
the Company and Farmer Mac are responsible for the balance; and
(ii) in the case of any losses, claims, damages and liabilities (or
actions in respect thereof) which arise out of or are based upon any
untrue statement or omission of a material fact in any Computational
Materials or ABS Term Sheets (or any amendments or supplements thereof) or
in any written or electronic materials distributed to prospective
investors on which the Computational Materials are based, in such
proportion as is appropriate to reflect the relative fault of the Company
and Farmer Mac on the one hand and the Underwriter on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as
any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact in such Computational Materials or ABS
Term Sheets (or any amendments or supplements thereof or such written or
electronic materials) results from information prepared by the Company on
the one hand or the Underwriter on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
Notwithstanding anything to the contrary in this Section 7(d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person who
controls the Underwriter within the meaning of either the Act or the Exchange
Act shall have the same rights to contribution as the Underwriter, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company or Farmer Mac shall have the same
rights to contribution as the Company and Farmer Mac, subject in each case to
the immediately preceding sentence of this paragraph (d).
<PAGE>
8. Computational Materials and Structural Term Sheets. (a) Not later
than 10:30 a.m., New York time, on the business day before the date on which the
Current Report relating to the Offered Certificates of a Series is required to
be filed by the Company with the Commission pursuant to Section 5(b) hereof, the
Underwriter shall deliver to the Company one complete copy of all materials
provided by the Underwriter to prospective investors in such Offered
Certificates that constitute (i) "Computational Materials" within the meaning of
the no-action letter dated May 20, 1994 issued by the Division of Corporation
Finance of the Commission to Kidder, Peabody Acceptance Corporation I, Kidder,
Peabody & Co. Incorporated, and Kidder Structured Asset Corporation and the
no-action letter dated May 27, 1994 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association (together, the
"Kidder Letters"), the filing of which material is a condition of the relief
granted in such letter (such materials being the "Computational Materials"), and
(ii) "Structural Term Sheets" within the meaning of the no-action letter dated
February 17, 1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (the "PSA Letter"), the filing
of which material is a condition of the relief granted in such letter (such
materials being the "Structural Term Sheets").
(b) The Underwriter represents and warrants to and agrees with the
Company, as of the date of the related Terms Agreement and as of the Closing
Date, that:
(i) the Computational Materials furnished to the Company
pursuant to Section 8(a) constitute (either in original, aggregated
or consolidated form) all of the materials furnished to prospective
investors by the Underwriter prior to the time of delivery thereof
to the Company that are required to be filed with the Commission
with respect to the related Offered Certificates in accordance with
the Kidder Letters, and such Computational Materials comply with the
requirements of the Kidder Letters;
(ii) the Structural Term Sheets furnished to the Company
pursuant to Section 8(a) constitute all of the materials furnished
to prospective investors by the Underwriter prior to the time of
delivery thereof to the Company that are required to be filed with
the Commission as "Structural Term Sheets" with respect to the
related Offered Certificates in accordance with the PSA Letter, and
such Structural Term Sheets comply with the requirements of the PSA
Letter; and
(iii) on the date any such Computational Materials or Structural
Term Sheets with respect to such Offered Certificates (or any
written or electronic materials furnished to prospective investors
on which the Computational Materials are based) were last furnished
to each prospective investor and on the date of delivery thereof to
the Company pursuant to Section 8(a) and on the related Closing
Date, such Computational Materials (or such other materials) or
Structural Term Sheets did not and will not include any untrue
statement of a material fact or, when read in conjunction with the
related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.
<PAGE>
Notwithstanding the foregoing, the Underwriter makes no representation or
warranty as to whether any Computational Materials or Structural Term Sheets (or
any written or electronic materials on which the Computational Materials are
based) included or will include any untrue statement resulting directly from any
Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to
materials prepared after the receipt by the Underwriter from the Company of
notice of such Corrected Mortgage Pool Error or materials superseding or
correcting such Corrected Mortgage Pool Error).
(c) The Underwriter acknowledges and agrees that any Computational
Materials or Structural Term Sheets with respect to any Series of Certificates
have been prepared and disseminated by the Underwriter and not by or on behalf
of the Company, and that such materials included and shall include a disclaimer
in form satisfactory to the Company to the effect that such materials have been
prepared and disseminated by the Underwriter, and that the content and accuracy
of such materials have not been reviewed by the Company.
(d) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it shall be
necessary to amend or supplement the related Prospectus as a result of an untrue
statement of a material fact contained in any Computational Materials or
Structural Term Sheets provided by the Underwriter pursuant to this Section 8 or
the omission to state therein a material fact required, when considered in
conjunction with the related Prospectus and Prospectus Supplement, to be stated
therein or necessary to make the statements therein, when read in conjunction
with the related Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report relating to any
Computational Materials or Structural Term Sheets to comply with the Act or the
rules thereunder, the Underwriter promptly will prepare and furnish to the
Company for filing with the Commission an amendment or supplement which will
correct such statement or omission or an amendment which will effect such
compliance. The Underwriter represents and warrants to the Company, as of the
date of delivery of such amendment or supplement to the Company, that such
amendment or supplement will not include any untrue statement of a material fact
or, when read in conjunction with the related Prospectus and Prospectus
Supplement, omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
the Underwriter makes no representation or warranty as to whether any such
amendment or supplement will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with
respect to any such amendment or supplement prepared after the receipt by the
Underwriter from the Company of notice of such Corrected Mortgage Pool Error or
materials superseding or correcting such Corrected Mortgage Pool Error). The
Company shall have no obligation to file such amendment or supplement if the
Company determines that (i) such amendment or supplement contains any untrue
statement of a material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omits to state a material fact required to
be stated therein or necessary to make the statements therein not misleading; it
being understood, however, that the Company shall have no obligation to review
or pass upon the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to this paragraph
(e) or (ii) such filing is not required under the Act.
<PAGE>
9. Collateral Term Sheets. (a) Prior to the delivery of any
"Collateral Term Sheet" within the meaning of the PSA Letter, the filing of
which material is a condition of the relief granted in such letter (such
material being the "Collateral Term Sheets"), to a prospective investor in any
Offered Certificates, the Underwriter shall, in order to facilitate the timely
filing of such material with the Commission, notify the Company and its counsel
by telephone of its intention to deliver such materials and the approximate date
on which the first such delivery of such materials is expected to occur. Not
later than 10:30 a.m., New York time, on the business day immediately following
the date on which any Collateral Term Sheet was first delivered to a prospective
investor in such Offered Certificates, the Underwriter shall deliver to the
Company five complete copies of all materials provided by the Underwriter to
prospective investors in the Offered Certificates that constitute "Collateral
Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant
to this paragraph (a) shall be effected by delivering one copy of such materials
to the Company. (Collateral Term Sheets and Structural Term Sheets are,
together, referred to herein as "ABS Term Sheets.") At the time of each such
delivery, the Underwriter shall indicate in writing that the materials being
delivered constitute Collateral Term Sheets, and, if there has been any prior
such delivery with respect to the related Series, shall indicate whether such
materials differ in any material respect from any Collateral Term Sheets
previously delivered to the Company with respect to such Series pursuant to this
Section 9(a) as a result of the occurrence of a material change in the
characteristics of the related Mortgage Loans.
(b) The Underwriter represents and warrants to and agrees with the
Company as of the date of the related Terms Agreement and as of the Closing
Date, that:
(i) The Collateral Term Sheets furnished to the Company
pursuant to Section 9(a) constitute all of the materials furnished to
prospective investors by the Underwriter prior to time of delivery thereof
to the Company that are required to be filed with the Commission as
"Collateral Term Sheets" with respect to the related Offered Certificates
in accordance with the PSA Letter, and such Collateral Term Sheets comply
with the requirements of the PSA Letter; and
(ii) On the date any such Collateral Term Sheets with
respect to such Offered Certificates were last furnished to each
prospective investor and on the date of delivery thereof to the Company
pursuant to Section 9(a) and on the related Closing Date, such Collateral
Term Sheets did not and will not include any untrue statement of a
material fact or, when read in conjunction with the Prospectus and
Prospectus Supplement, omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
Notwithstanding the foregoing, the Underwriter makes no representation or
warranty as to whether any Collateral Term Sheet included or will include any
untrue statement or material omission resulting directly from any Mortgage Pool
Error (except any Corrected Mortgage Pool Error, with respect to materials
prepared after the receipt by the Underwriter from the Company of notice of such
Corrected Mortgage Pool Error or materials superseding or correcting such
Corrected Mortgage Pool Error).
<PAGE>
(c) The Underwriter acknowledges and agrees that any Collateral Term
Sheets with respect to any Series of Certificates furnished to prospective
investors from and after the date hereof will have been prepared and
disseminated by the Underwriter and not by or on behalf of the Company, and that
such materials shall include a disclaimer in form satisfactory to the Company to
the effect set forth in Section 8(d) hereof, and to the effect that the
information contained in such materials supersedes the information contained in
any prior Collateral Term Sheet with respect to such Series of Offered
Certificates and will be superseded by the description of the related Mortgage
Loans in the related Prospectus Supplement and in the Form 8-K relating to such
Prospectus Supplement to be filed. The Underwriter agrees that it will not
represent to prospective investors that any Collateral Term Sheets were prepared
or disseminated on behalf of the Company or Farmer Mac.
(d) If, at any time when a prospectus relating to the Offered
Certificates of a Series is required to be delivered under the Act, it shall be
necessary to amend or supplement the related Prospectus as a result of an untrue
statement of a material fact contained in any Collateral Term Sheets provided by
the Underwriter pursuant to this Section 9 or the omission to state therein a
material fact required, when considered in conjunction with the related
Prospectus and Prospectus Supplement, to be stated therein or necessary to make
the statements therein, when read in conjunction with the related Prospectus and
Prospectus Supplement, not misleading, or if it shall be necessary to amend or
supplement any Current Report relating to any Collateral Term Sheets to comply
with the Act or the rules thereunder, the Underwriter promptly will prepare and
furnish to the Company for filing with the Commission an amendment or supplement
which will correct such statement or omission or an amendment which will effect
such compliance. The Underwriter represents and warrants to the Company, as of
the date of delivery of such amendment or supplement to the Company, that such
amendment or supplement will not include any untrue statement of a material fact
or, when read in conjunction with the related Prospectus and Prospectus
Supplement, omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, the
Underwriter makes no representation or warranty as to whether any such amendment
or supplement will include any untrue statement resulting directly from any
Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect to
any such amendment or supplement prepared after the receipt by the Underwriter
from the Company of notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error). The Company shall
have no obligation to file such amendment or supplement if the Company
determines that (i) such amendment or supplement contains any untrue statement
of a material fact or, when read in conjunction with the related Prospectus and
Prospectus Supplement, omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; it being
understood, however, that the Company shall have no obligation to review or pass
upon the accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriter to the Company pursuant to this paragraph
(d) or (ii) such filing is not required under the Act.
<PAGE>
10. Termination. This Agreement (with respect to a particular
Certificate Offering) and the related Terms Agreement shall be subject to
termination in the absolute discretion of the Underwriter, by notice given to
the Company prior to delivery of and payment for the related Offered
Certificates, if prior to the related Closing Date (i) trading in securities
generally on the New York Stock Exchange shall have been suspended or materially
limited, (ii) a general moratorium on commercial banking activities in New York
shall have been declared by either federal or New York State authorities, or
(iii) there shall have occurred any outbreak or material escalation of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the reasonable judgment
of the Underwriter, impracticable to market such Offered Certificates.
11. Representations and Indemnities to Survive Delivery. The
agreements, representations, warranties, indemnities and other statements of the
Company and Farmer Mac or its respective officers and of the Underwriter set
forth in or made pursuant to this Agreement and the related Terms Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of the Underwriter, the Company or Farmer Mac or any of the officers,
directors or controlling persons referred to in Section 7 hereof, and will
survive delivery of and payment for the related Offered Certificates. The
provisions of Section 7 hereof shall survive the termination or cancellation of
this Agreement and the related Terms Agreement.
12. Successors. This Agreement and the related Terms Agreement will
inure to the benefit of and be binding upon the parties hereto and thereto and
their respective successors and the officers, directors and controlling persons
referred to in Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder. No purchaser
of any Offered Certificate from the Underwriter shall be deemed a successor or
assign by reason of such purchase.
13. APPLICABLE LAW. THIS AGREEMENT AND THE RELATED TERMS AGREEMENT
WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
14. Miscellaneous. This Agreement, as supplemented by the related
Terms Agreement, supersedes all prior and contemporaneous agreements and
understandings relating to the subject matter hereof. This Agreement and the
related Terms Agreement or any term of each may not be changed, waived,
discharged or terminated except by an affirmative written agreement made by the
party against whom enforcement of the change, waiver, discharge or termination
is sought. The headings in this Agreement and the related Terms Agreement are
for purposes of reference only and shall not limit or otherwise affect the
meaning hereof or thereof.
15. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriter, will be delivered to
it at the address first above written; or if sent to the Company or Farmer Mac,
will be delivered to 919 18th Street, N.W. Washington, D.C. 20006, Attention:
General Counsel.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, Farmer Mac and the Underwriter.
Very truly yours,
FARMER MAC MORTGAGE SECURITIES
CORPORATION
By: /s/ Nancy E. Corsiglia
--------------------------
Name: Nancy E. Corsiglia
Title: Vice President
FEDERAL AGRICULTURAL MORTGAGE
CORPORATION
By: /s/ Nancy E. Corsiglia
--------------------------
Name: Nancy E. Corsiglia
Title: Vice President
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
GREENWICH CAPITAL MARKETS, INC.
By: /s/ John Paul Graham
----------------------
Name: John Paul Graham
Title:Vice President
<PAGE>
EXHIBIT A
FARMER MAC MORTGAGE SECURITIES CORPORATION
Guaranteed Agricultural Mortgage-Backed Securities
Series -
Guaranteed by the Federal Agricultural Mortgage Corporation
TERMS AGREEMENT
---------------
(to Underwriting Agreement,
dated ,
--------
among the Company, Farmer Mac and the Underwriter)
Farmer Mac Mortgage Securities Corporation [Date]
919 18th Street, N.W.
Washington D.C. 20006
Federal Agricultural Mortgage Corporation
919 18th Street, N.W.
Washington D.C. 20006
[Name of Underwriter] (the "Underwriter") agrees, subject to the
terms and provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase the Classes of Series Certificates
specified in Section 1(a) hereof (the "Offered Certificates"). This Terms
Agreement supplements and modifies the Underwriting Agreement solely as it
relates to the purchase and sale of the Offered Certificates described below.
The Series Certificates are registered with the Securities and Exchange
Commission by means of an effective Registration Statement (No. 33- ).
Capitalized terms used and not defined herein have the meanings given them in
the Underwriting Agreement.
Section 1. The Certificates: The Offered Certificates shall be
issued as follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section 1(a):
Principal Interest Class Purchase
Class Balance Rate Price Percentage
(b) The Offered Certificates shall have such other characteristics
as described in the related Prospectus.
<PAGE>
Section 2. Purchase Price: The Purchase Price for each Class of the
Offered Certificates shall be the Class Purchase Price Percentage therefor
(determined as set forth in Section 1(a) above) of the initial Class Certificate
Principal Balance thereof plus accrued interest at the initial interest rate per
annum from and including the Cut-off Date up to, but not including, , ("the
Closing Date").
Section 3. Tax Treatment: [One or more elections will be made to
treat the assets of the Trust Fund as a REMIC.]
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Underwriter, the Company and Farmer Mac.
Very truly yours,
GREENWICH CAPITAL MARKETS, INC.
By:______________________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
FARMER MAC MORTGAGE SECURITIES CORPORATION
By:______________________________
Name:
Title:
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
By:______________________________
Name:
Title:
<PAGE>
EXHIBIT B
<PAGE>
[Farmer Mac Letterhead]
[Date]
[Underwriter]
Re: Farmer Mac Guaranteed Agricultural
Mortgage-Backed Securities
Series
Ladies and Gentlemen:
I am the Vice President and General Counsel of the Federal Agricultural
Mortgage Corporation, a federally chartered instrumentality of the United States
("Farmer Mac"), and in such capacity have acted as counsel to Farmer Mac and
Farmer Mac Mortgage Securities Corporation (the "Company") in connection with
the issuance and sale of $[ ] aggregate principal amount of Guaranteed
Agricultural Mortgage-Backed Securities, Series ], (the "Certificates"), to you
(the "Underwriter") pursuant to the Underwriting Agreement dated June [ ], 1996
(the "Underwriting Agreement"), as supplemented by the Terms Agreement dated
June [ ], (the "Terms Agreement"), each by and among the Company, Farmer Mac and
the Underwriter.
The Certificates have been issued pursuant to a Trust Agreement dated as
of [ ] (the "Trust Agreement"), as supplemented by an Issue Supplement dated [
1], 20[ ] (the "Issue Supplement" and together with the Trust Agreement, the
"Agreement"), by and among the Company, as depositor, Farmer Mac, as guarantor,
and [U.S. Bank Trust National Association/Farmer Mac], as trustee (the
"Trustee"). Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to such terms in the Agreement.
In arriving at the opinions expressed below, I have made such legal and
factual examinations and inquiries, and have examined and relied upon originals
or copies, certified or otherwise identified to my satisfaction, of such other
certificate, corporate records, agreements and other instruments and documents,
as I have deemed advisable or necessary for the purpose of rendering this
opinion.
<PAGE>
Based upon the foregoing and my consideration of such other matters of
fact and questions of law as I have deemed relevant in the circumstances, I am
of the opinion that:
(i) Farmer Mac has been duly incorporated and is validly
existing as a federally chartered instrumentality of the United States,
pursuant to Title VIII of the Farmer Credit Act of 1971, as amended
(the "Act"), and has statutory authority under the Act to enter into
and perform its obligations under the Agreement, the Underwriting
Agreement and Terms Agreement and to consummate the transactions
contemplated thereby.
(ii) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has corporate power and authority to enter into and
perform its obligations under the Agreement, the Underwriting Agreement
and Terms Agreement and to consummate the transactions contemplated
thereby.
(iii) When duly issued and outstanding, the Certificates will
be entitled to the benefits of the Agreement and the Farmer Mac
Guarantee to the extent described in the Issue Supplement.
In rendering the opinions set forth above, I do not express any
independent opinion concerning law other than the Delaware General Corporation
Law, the laws of the District of Columbia and the federal law of the United
States of America.
This opinion is delivered to you pursuant to the Underwriting Agreement
and in connection with the transactions contemplated thereby and may not be
relied upon by you or any other person in any other context without my prior
written consent. This opinion is given as of the date hereof and I assume no
obligation to advise you of changes that may thereafter be brought to my
attention.
Very truly yours,
<PAGE>
EXHIBIT 1.3.1
Terms Agreement
FARMER MAC MORTGAGE SECURITIES CORPORATION
Guaranteed Agricultural Mortgage-Backed Securities
Series -Farmer Mac II Trust 2000-A
Guaranteed by the Federal Agricultural Mortgage Corporation
TERMS AGREEMENT
---------------
(to Underwriting Agreement,
dated April 27, 2000
among the Company, Farmer Mac and the Underwriter)
Farmer Mac Mortgage Securities Corporation April 27, 2000
919 18th Street, N.W.
Washington D.C. 20006
Federal Agricultural Mortgage Corporation
919 18th Street, N.W.
Washington D.C. 20006
Greenwich Capital Markets, Inc. (the "Underwriter") agrees, subject
to the terms and provisions herein and of the captioned Underwriting Agreement
(the "Underwriting Agreement"), to purchase the Series Farmer Mac II Trust
2000-A Certificates specified in Section 1(a) hereof (the "Offered
Certificates"). This Terms Agreement supplements and modifies the Underwriting
Agreement solely as it relates to the purchase and sale of the Offered
Certificates described below and such Underwriting Agreement relates solely to
such Offered Certificates. The Series Farmer Mac II Trust 2000-A Certificates
are registered with the Securities and Exchange Commission by means of an
effective Registration Statement (No.333-80805). Capitalized terms used and not
def0ined herein have the meanings given them in the Underwriting Agreement.
Section 1. The Certificates: The Offered Certificates shall be
issued as follows:
(a) Classes: The Offered Certificates shall be issued with the
following Class designations, interest rates and principal balances,
subject in the aggregate to the variance referred to in Section 1(a):
Principal Interest Class Purchase
Class Balance (1) Rate Price Percentage
- ----- ----------- ---- ----------------
A $68,791,470 Variable 107.0625 %
<PAGE>
- -------------
(1) Plus or minus 5%.
(b) The Offered Certificates shall have such other characteristics
as described in the related Prospectus.
Section 2. Purchase Price: The Purchase Price for each Class of the
Offered Certificates shall be the Class Purchase Price Percentage therefor
(determined as set forth in Section 1(a) above) of the initial Class Certificate
Principal Balance thereof plus accrued interest at the initial effective
interest rate per annum from the Cut-off Date up to, but not including, April
28, 2000 ("the Closing Date").
Section 3. Tax Treatment: No election will be made to treat the
assets of the Trust Fund as a REMIC.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Underwriter, the Company and Farmer Mac.
Very truly yours,
GREENWICH CAPITAL MARKETS, INC.
By:/s/ John Paul Graham
______________________
Name: John Paul Graham
Title:Vice President
The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.
FARMER MAC MORTGAGE SECURITIES CORPORATION
By: /s/ Nancy E. Corsiglia
------------------------
Name: Nancy E. Corsiglia
Title: Vice President
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
By: /s/Nancy E. Corsiglia
-----------------------
Name: Nancy E. Corsiglia
Title: Vice President
<PAGE>
EXHIBIT 4.4
Trust Agreement
<PAGE>
--------------------------------------------------------
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
FARMER MAC II
GUARANTEED AGRICULTURAL MORTGAGE-BACKED
SECURITIES PROGRAM
MASTER TRUST AGREEMENT
-------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I - Defined Terms......................................................2
Section 1.01. General Definitions.......................................2
ARTICLE II - Applicable Documentation; Conveying of Guaranteed Portions.......10
Section 2.01. Issue Supplement.........................................10
Section 2.02. Issue Supplement and Trust Agreement.....................10
Section 2.03. Authorized Officers......................................10
Section 2.04. Delivery of Instruments..................................10
Section 2.05. Conveyance of Guaranteed Portions........................10
Section 2.06. Safekeeping and Release of Required Documents............11
ARTICLE III - The Certificates................................................11
Section 3.01. Certificates Issuable in Series and Classes; General
Provisions with Respect to Principal and Interest
Distributions............................................11
Section 3.02. Issuance of Certificates.................................12
ARTICLE IV - Pool Administration .............................................12
Section 4.01. Duties of Trustee........................................12
Section 4.02. Demands Under the USDA Guarantee.........................13
Section 4.03. Waivers and Modifications of Guaranteed Portions.........13
Section 4.04. Payments Under the Farmer Mac Guarantee..................13
Section 4.05. Optional Purchase of Delinquent Guaranteed Portions;
Substitution or Purchase of Defective Guaranteed Portions
.........................................................14
Section 4.06. Servicing Compensation; Payment of Certain Expenses by
Farmer Mac...............................................15
ARTICLE V - Certificate Account; Distributions; Farmer Mac Guarantee..........15
Section 5.01. Certificate Account......................................15
Section 5.02. Publication of Certificate Principal Factors.............16
Section 5.03. Withdrawals from the Certificate Account.................16
Section 5.04. Distributions on Certificates............................17
Section 5.05. Farmer Mac Guarantee.....................................17
ARTICLE VI - Limitation of Liability..........................................18
Section 6.01. General Limitation.......................................18
Section 6.02. Measure of Liability.....................................18
ARTICLE VII - Farmer Mac......................................................19
Section 7.01. Resignation..............................................19
Section 7.02. Merger or Consolidation..................................19
Section 7.03. Succession Upon Default..................................19
Section 7.04. Farmer Mac as Holder.....................................20
<PAGE>
ARTICLE VIII - Concerning the Trustee.........................................21
Section 8.01. Duties of Trustee........................................21
Section 8.02. Certain Matters Affecting the Trustee....................22
Section 8.03. Trustee Not Liable for Certificates or Guaranteed
Portions.................................................23
Section 8.04. Trustee May Own Certificates.............................24
Section 8.05. Indemnification of the Trustee...........................24
Section 8.06. Eligibility Requirements for Trustee. ..................24
Section 8.07. Resignation and Removal of the Trustee...................24
Section 8.08. Successor Trustee........................................25
Section 8.09. Merger or Consolidation of Trustee.......................25
Section 8.10. Appointment of Co-Trustee or Separate Trustee............25
Section 8.11. Controlling Provisions...................................26
Section 8.12. Trustee Fees.............................................26
ARTICLE IX - Termination......................................................27
Section 9.01. Termination..............................................27
ARTICLE X - Supplemental Agreements...........................................27
Section 10.01. Permissible Without Action by Certificateholders.........27
Section 10.02. Waivers and Supplemental Agreements With Consent of
Holders..................................................28
ARTICLE XI - Miscellaneous....................................................29
Section 11.01. Holders..................................................29
Section 11.02. FRBNY as Agent...........................................29
Section 11.03. Governing Law............................................29
Section 11.04. Demands, Notices, Communications.........................29
Section 11.05. Severability of Provisions...............................30
<PAGE>
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
FARMER MAC II
GUARANTEED AGRICULTURAL MORTGAGE-BACKED
SECURITIES PROGRAM
MASTER TRUST AGREEMENT
MASTER TRUST AGREEMENT (the "Trust Agreement") made and entered into as of
the 31st day of March 2000, by and between the FEDERAL AGRICULTURAL MORTGAGE
CORPORATION, a federally chartered instrumentality of the United States ("Farmer
Mac"), as issuer (in such capacity, the "Issuer") and trustee (in such capacity,
the "Trustee"), and FARMER MAC MORTGAGE SECURITIES CORPORATION ("FMMSC"), a
corporation organized and existing under the laws of the State of Delaware, as
depositor (in such capacity, the "Depositor").
W I T N E S S E T H
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WHEREAS, Farmer Mac is authorized pursuant to Title VIII of the Farm
Credit Act of 1971, as amended (the AAct@), to guarantee the timely payment of
principal and interest in respect of securities issued with respect to pools of
guaranteed portions (the "Guaranteed Portions") of loans partially guaranteed by
the United States of America, acting through the United States Department of
Agriculture, pursuant to authority contained in 7 U.S.C. ss.ss.
1922-1970;
WHEREAS, Farmer Mac intends to acquire Guaranteed Portions for concurrent
or subsequent assignment to separate trusts created hereunder and by the related
Issue Supplements;
WHEREAS, Farmer Mac intends to guarantee pursuant to the Act and in
accordance with the terms hereof and each related Issue Supplement the
Certificates evidencing beneficial interests in each trust formed by it; and
WHEREAS, each trust will be administered and in all respects governed in
accordance herewith and the related Issue Supplement.
NOW, THEREFORE, the parties to this Trust Agreement, in the several
capacities hereinabove set forth, do hereby declare and establish this Trust
Agreement and do hereby undertake and otherwise agree as follows:
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ARTICLE I
Defined Terms
Section 1.01. General Definitions. Whenever used in this Trust
Agreement, the following words and phrases shall have the following meanings:
Act: Title VIII of the Farm Credit Act of 1971, as amended (12 U.S.C.ss.
2279aa).
Administration Fee: With respect to any Guaranteed Portion, the fee
payable to Farmer Mac with respect thereto out of payments or Purchase Proceeds
in respect of interest thereon computed on the simple interest method and the
same accrual calculation method on the same principal balance on which the
Guaranteed Loan interest rate accrues and on the basis of the Administration Fee
Rate.
Administration Fee Rate: With respect to any Series, as defined in the
related Issue Supplement.
Advances: Delinquency Advances, Early Payment Advances or Timing Advances,
or any combination of them, as the context may require.
Agreement: With respect to any Series, the collective provisions of
this Master Trust Agreement and the related Issue Supplement.
Aggregate Certificate Principal Balance: The aggregate of the Certificate
Principal Balances of all Certificates of a Series as of the date of
determination.
Assignment Guarantee Agreement: With respect to each Guaranteed Portion,
the assignment on Form 4279-6 (or such other form as may be authorized for use
as an "Assignment Guarantee Agreement" by USDA) executed by the related Lender,
the assignee or holder of the Guaranteed Portion named therein and USDA.
Authorized Officer: The President or any Vice President of Farmer Mac or
FMMSC, as the context requires.
Balloon Payment: With respect to any Guaranteed Portion that provides for
the principal portion of the Scheduled Payments due thereon based on an
amortization schedule more than one year longer than the remaining term to
stated maturity of such Guaranteed Portion, the principal amount due on the
stated maturity date of such Guaranteed Portion.
Borrower: With respect to any Guaranteed Loan the Guaranteed Portion
of which is included in a Pool, the obligor or obligors thereon.
Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a day on
which FRBNY authorizes banking institutions in the Second Federal Reserve
District to be closed, (iii) a day on which banking institutions in the State of
New York are required or authorized by law to be closed, or (iv) a day on which
the offices of Farmer Mac are closed.
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Certificate: A Guaranteed Agricultural Mortgage-Backed Security which (i)
is issued in book-entry form and is maintained in the name of a record owner as
an entry on the books of FRBNY under a designation specifying the Series, Class
and Denomination thereof, or (ii) if so provided in the applicable Issue
Supplement for a Series, is issued in definitive or temporary form subject to
the provisions of such Issue Supplement.
Certificate Account: As to any Series, the account created and maintained
pursuant to Section 5.01.
Certificate Distribution Amount: With respect to a particular Series
and Distribution Date, the sum of
(a) the Net Interest Funds for the related Collection Period;
(b) the Principal Distribution Amount for the related Collection
Period; and
(c) the amount of all Prepayment Penalties actually received by the
Trustee during the related Collection Period.
Certificate Principal Balance: As to any Certificate, as of the Closing
Date and prior to the initial Distribution Date for the related Trust Fund, the
Denomination thereof and, as to any Certificate subsequent to such initial
Distribution Date, the Denomination thereof multiplied by the applicable
Certificate Principal Factor.
Certificate Principal Factor: As of any date of determination and as to
any Class of Certificates, a fraction the numerator of which is (i) the
aggregate of the Denominations of all Certificates of such Class less (ii) the
aggregate amount of all Principal Distribution Amounts, if any, allocable
thereto prior to such date of determination and the denominator of which is the
aggregate of the Denominations of all Certificates of such Class.
Certificateholder or Holder: As to any Certificate, the record owner on
FRBNY's books, or, in the case of a Certificate issued in definitive or
temporary form, the holder thereof as specified in the certificate register
specified in the applicable Issue Supplement.
Class: With respect to any Series, all Certificates of such Series with
the same terms.
Class Certificate Principal Balance: With respect to any Class at any
time, the aggregate of the Certificate Principal Balances of all Certificates of
such Class.
Closing Date: As to any Series, the date specified in the related Issue
Supplement.
Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.
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Collection Period: As to any Distribution Date, the second calendar month
preceding the month of such Distribution Date.
Curtailment: Either (i) any Principal Prepayment made by a Borrower that
is not a Principal Prepayment in Full, (ii) any amount deemed to be such in
connection with a substitution pursuant to Section 4.05 or (iii) any other
recoveries that were applied to reduce the principal balance of the related
Guaranteed Portion.
Cut-Off Date: As to any Series, the date specified in the related Issue
Supplement.
Cut-Off Date Principal Balance: With respect to any Guaranteed Portion,
the unpaid principal balance thereof at the Cut-Off Date. With respect to any
Substitute Guaranteed Portion the unpaid principal balance thereof at the first
day of the month of the date of substitution thereof after giving effect to all
amounts payable on or prior thereto, whether or not paid.
Delinquency Advance: With respect to any Collection Period and for any
Guaranteed Portion (i) that has a Due Date in such Collection Period, (ii) for
which a payment is not received during such Collection Period, (iii) and for
which an Early Payment Advance was not made, an amount equal to interest at the
related Guaranteed Loan interest rate (net of all Fees) on the principal balance
of the Guaranteed Portion (calculated based on the simple interest accrual
method) for the number of days between the date the most recent payment was
received or Advance was made with respect to the Guaranteed Portion and the last
day of such Collection Period, except that, with respect to any Guaranteed
Portion for which interest is calculated on the basis of a 360 day year
consisting of 30 day months, each month shall be deemed to have not more than 30
days for the purpose of calculating any Delinquency Advance.
Denomination: As to any Certificate of any Series, the principal balance
of such Certificate as of the Closing Date for such Series.
Distribution Date: As to any Class, a day of the month specified in the
related Issue Supplement (or if such day is not a Business Day, the Business Day
immediately following) of each month specified in the related Issue Supplement
as a month for a Distribution Date for the Certificates of such Class.
Due Date: With respect to any Guaranteed Portion, each date upon which a
Scheduled Payment is due in accordance with the amortization schedule initially
applicable thereto.
Early Payment Advance: With respect to any Collection Period and for any
Guaranteed Portion with respect to which a payment is received in such
Collection Period, but there is no payment due in such Collection Period, an
amount equal to interest at the related Guaranteed Loan interest rate (net of
all Fees) on the principal balance of the Guaranteed Portion as reduced by
application of such payment (calculated based on the simple interest accrual
method) for the number of days from the date of receipt of such payment through
the last day of the calendar month of receipt of such payment.
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Eligible Depository: FRBNY, the Trustee or any other depository
institution or trust company approved in writing by an Authorized Officer of
Farmer Mac 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.
Eligible Investments: Any one or more of the following obligations or
securities:
(i) direct obligations of, and obligations fully guaranteed by, the
United States of America, Farmer Mac, or any other agency or
instrumentality of the United States of America;
(ii) as to any Series, any other obligation or security specified
in the related Issue Supplement; and
(iii) any investment acceptable to Farmer Mac.
Event of Default: An event as described in Section 7.03.
Farmer Mac: Federal Agricultural Mortgage Corporation, a federally
chartered instrumentality of the United States, or its successor in interest
or any successor appointed as herein provided.
Farmer Mac Guarantee: With respect to any Series, the guarantee
obligations of Farmer Mac with respect to the Certificates of such Series
pursuant to Section 5.05 hereof.
Fees: With respect to any Guaranteed Portion, collectively, the
applicable Administration Fee, Guarantee Fee and Servicing Fee.
Final Distribution Date: As to any Class, the date set forth for such
Class in the related Issue Supplement.
Final Guaranteed Portion Assignment: With respect to each Guaranteed
Portion, the Guaranteed Portion Assignment executed by the related Seller and
FMMSC.
FMMSC: Farmer Mac Mortgage Securities Corporation, a wholly owned
subsidiary of Farmer Mac and a corporation organized and existing under the laws
of the State of Delaware, or its successor in interest.
FRBNY: The Federal Reserve Bank of New York.
Guarantee Fee: With respect to any Guaranteed Portion, the fee payable to
Farmer Mac with respect thereto out of payments or Purchase Proceeds in respect
of interest thereon computed on the simple interest method and the same accrual
calculation method on the same principal balance on which the Guaranteed Loan
interest rate accrues and on the basis of the Guarantee Fee Rate.
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Guarantee Fee Rate: With respect to any Series, as defined in the
related Issue Supplement.
Guarantee Reimbursement Amount: With respect to any Trust Fund, the
excess, if any of amounts paid by Farmer Mac as Advances pursuant to Section
5.05 to Holders of Certificates, over amounts received by Farmer Mac (other than
Guarantee Fees, Administration Fees or other fees or expenses otherwise payable
to it) in reimbursement therefor.
Guaranteed Loan: A loan a portion of which is guaranteed by USDA
under the authorities contained in 7 U.S.C.ss.ss. 1922-1970.
Guaranteed Portion: That portion of a Guaranteed Loan which is covered
by a USDA Guarantee.
Guaranteed Portion Assignment: With respect to each Guaranteed Portion, a
GGLDA Approved USDA Guaranteed Loan Assignment Agreement executed, in the case
of an assignment by a Seller to FMMSC, by the Seller and FMMSC and, in the case
of an assignment by a previous assignor to the Seller or a previous assignee, by
such assignor and the Seller or such assignee.
Guaranteed Portion Schedule: With respect to any Trust Fund, the schedule
attached to the related Issue Supplement identifying the Guaranteed Portions
comprising the related Pool.
Initial Deposit: As to any Series, the amount, if any, to be deposited
in the related Certificate Account on the related Closing Date as specified in
the related Issue Supplement.
Interest Funds: With respect to any Distribution Date and the related
Collection Period, an amount equal to the sum of:
(i) interest received from Borrowers during such Collection Period
(but in the case of the first Collection Period, the interest accrued from
and received after the Cut-off Date);
(ii) the interest portion of recoveries received from Lenders
or the USDA during such Collection Period; and
(iii) Advances, if any, relating to such Collection Period.
Issue Supplement: An instrument executed by the parties hereto pursuant to
Section 2.01 which supplements this Trust Agreement and identifies and
establishes, among other things, a particular Trust Fund and a particular Series
of Certificates related to such Trust Fund.
Issuer: Farmer Mac.
Lender: With respect to any Guaranteed Portion, the Person who is
acting as the Alender@ under the related Assignment Guarantee Agreement.
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Loan Note Guarantee: With respect to each Guaranteed Portion, the
guarantee thereof by USDA executed on Form 4279-5, or such other form as may be
designated by USDA as a Loan Note Guarantee with respect to Guaranteed Loans.
Master Trustee Agreement: If Farmer Mac is no longer the Trustee, the
agreement, as the same may be amended from time to time, between Farmer Mac and
the Trustee.
Net Interest Funds: With respect to any Distribution Date and the related
Collection Period, an amount equal to Interest Funds for such Collection Period,
less the sum of:
(i) the Servicing Fee payable with respect to such Collection Period;
(ii) the Guarantee Fee payable with respect to such Collection Period;
(iii) the Administration Fee payable with respect to such Collection
Period; and
(iv) reimbursements for Advances made in prior Collection Periods
with respect to Guaranteed Portions for which payments were
received in such Collection Period.
Officer's Certificate: A certificate signed by an Authorized Officer of
Farmer Mac or FMSSC, as the context requires.
Opinion of Counsel: A written opinion of counsel, who may be counsel for
Farmer Mac.
Person: Any legal person, including any individual, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pool: With respect to any Series, all Guaranteed Portions included
within the related Trust Fund and identified in a related Issue Supplement.
Prepayment Penalty: With respect to any Guaranteed Portion, any penalty or
premium payment paid or payable, as the context requires, by the related
Borrower in connection with any Principal Prepayment.
Principal Distribution Amount: With respect to a particular Class and
Distribution Date, all payments of principal (including any Balloon Payments,
Principal Prepayments and any Purchase Proceeds allocable to principal) received
on the Guaranteed Portions during the related Collection Period, plus, with
respect to the Final Distribution Date, any amounts of ultimate principal paid
by Farmer Mac under the Farmer Mac Guarantee.
Principal Prepayment: Any payment or other recovery of principal on a
Guaranteed Portion that is received in advance of its scheduled Due Date and is
not accompanied by an amount as to interest representing scheduled interest due
on any date or dates in any period subsequent to the Collection Period in which
such prepayment occurs.
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Principal Prepayment in Full: Any payment received on a Guaranteed Portion
that is in excess of the installment of principal and interest due thereon in an
amount sufficient to pay the entire principal balance of such Guaranteed
Portion.
Purchase Price: As to any Guaranteed Portion, the unpaid principal balance
thereof together with accrued and unpaid interest thereon at the related
Guaranteed Loan interest rate (net of all Fees) to the date such Guaranteed
Portion is purchased from the Trust.
Purchase Proceeds: The proceeds of the purchase by USDA, or the repurchase
by the Lender, of a Guaranteed Portion pursuant to the terms and provisions
of the related USDA Guarantee.
Record Date: As to any Class and Distribution Date, the close of business
on the last Business Day of the second month prior to the month of such
Distribution Date.
Required Documents: As to each Guaranteed Portion, the documents relating
thereto and specified in Section 2.05(b).
Responsible Officer: When used with respect to the Trustee, any officer of
the Trustee, including any Chairman or any President, any Vice President, any
Secretary, any Assistant Secretary or any other officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers and also, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.
Scheduled Payment: As to any Guaranteed Portion and any Due Date, the
payment of principal and/or interest due thereon in accordance with the
amortization schedule provided at the time applicable thereto (after adjustment,
if any, for any Curtailments (other than as described in clause (ii) of the
definition thereof) or late payments occurring prior to such Due Date but before
any other adjustment to such amortization schedule by reason of any bankruptcy
or similar proceeding or any moratorium or similar waiver or grace period).
Seller: Any entity that sold Guaranteed Portions to FMMSC and that is
identified as a Seller in the applicable Issue Supplement or Guaranteed Portion
Schedule.
Series: A separate series of Certificates issued pursuant to this
Agreement and the related Issue Supplement.
Servicer: With respect to any Guaranteed Portion, the related Lender.
Servicing Fee: With respect to any Guaranteed Portion, the fee charged
by the related Servicer.
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Stated Maturity: With respect to any Guaranteed Portion, the date upon
which the final installment of principal is due and payable.
Substitute Guaranteed Portion: Any loan substituted for a defective
Guarantee Portion pursuant to Section 4.05.
Timing Advance: With respect to any Collection Period and for any
Guaranteed Portion that has a Due Date in such Collection Period and for which a
payment is received in such Collection Period, an amount equal to interest at
the related Guaranteed Loan interest rate (net of all Fees) on the principal
balance of the Guaranteed Portion as reduced by application of such payment
(calculated based on the simple interest accrual method) for the number of days
from the date of receipt of such payment through the last day of the calendar
month of receipt of such payment, except that, with respect to any Guaranteed
Portion for which interest is calculated on the basis of a 360 day year
consisting of 30 day months, each month shall be deemed to have not more than 30
days for the purpose of calculating any Timing Advance.
Trust Agreement: This Master Trust Agreement, dated as of March 31, 2000,
by and among, Farmer Mac, as Issuer and Trustee, and FMMSC, as the same is
originally executed, or as modified, amended or supplemented in accordance with
the applicable provisions hereof.
Trust Fund: As to any particular Series of Certificates, the corpus of the
trust created by this Trust Agreement and the Issue Supplement applicable
thereto, consisting of (a) the Guaranteed Portions identified on the related
Guaranteed Portion Schedule and the related USDA Guarantees included therein and
all proceeds thereof, (b) the Certificate Account and all cash and investments
held therein and (c) the Farmer Mac Guarantee applicable to the related
Certificates pursuant to Section 5.05.
Trustee: Federal Agricultural Mortgage Corporation, a federally chartered
instrumentality of the United States, or its successor in interest in such
capacity, or any successor trustee appointed as herein provided.
USDA: The United States of America acting through the United States
Department of Agriculture, together with any successor thereto.
USDA Guarantee: With respect to any Guaranteed Portion, the guarantee
obligations of USDA with respect thereto as set forth in the related Loan Note
Guarantee and Assignment Guarantee Agreement.
ARTICLE II
Applicable Documentation; Conveying of Guaranteed Portions
Section 2.01. Issue Supplement. An Issue Supplement establishing a
Trust Fund and creating the Certificates evidencing beneficial ownership
interests therein shall be executed by the Farmer Mac, as Issuer and Trustee,
and FMSSC.
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Each Issue Supplement shall identify and relate to a particular Pool and a
particular Series of Certificates evidencing beneficial ownership interests in
the related Trust Fund. Farmer Mac shall prepare and maintain for each such
Trust Fund a Guaranteed Portion Schedule conforming, except as set forth in such
Issue Supplement, to the definition thereof in Article I hereof.
Section 2.02. Issue Supplement and Trust Agreement. With respect to each
Trust Fund established by an Issue Supplement and the related Certificates, the
collective terms of this Trust Agreement and such Issue Supplement shall govern
the issuance and administration of all Certificates related to such Trust Fund,
and all matters related thereto, and shall have no applicability to any other
Trust Fund or Certificates. As applied to each Trust Fund established by an
Issue Supplement, and the related Certificates, the collective terms of such
instruments shall constitute an agreement relating exclusively to such Trust
Fund and Certificates to like effect as if the collective terms of all such
instruments were set forth in a separate instrument, duly executed and delivered
by the respective signatories to this Trust Agreement.
Section 2.03. Authorized Officers. The manual or facsimile signature of
any individual appearing on an Issue Supplement, designated as the signature of
an Authorized Officer of Farmer Mac or FMSSC, shall constitute conclusive
evidence that such individual is, in fact, authorized by Farmer Mac or FMSSC, as
the case may be, to execute such Issue Supplement, notwithstanding that such
authorization may have lapsed prior to the effective date of such Issue
Supplement.
Section 2.04. Delivery of Instruments. The Trustee shall furnish to each
Certificateholder, upon request, copies of this Trust Agreement and the related
Issue Supplement, without attachments, applicable to the Certificate or
Certificates held by such Holder.
Section 2.05. Conveyance of Guaranteed Portions. (a) Concurrently with the
execution and delivery of an Issue Supplement, FMMSC shall transfer, assign, set
over and otherwise convey to the Trustee, on behalf of the related
Certificateholders, all of FMMSC's right, title and interest in and to the
Guaranteed Portions identified in the related Guaranteed Portion Schedule,
including all payments of principal received and interest thereon accrued and
received after the respective date or dates on which the Cut-Off Date Principal
Balance was determined (other than payments permitted to be retained by FMMSC by
the terms hereof, including payments of interest accrued on and before the
Cut-Off Date). In connection with any such conveyance, Farmer Mac shall be
deemed to have assigned to the Trustee for the benefit of the related
Certificateholders all of Farmer Mac's rights under each applicable Final
Guaranteed Portion Assignment and any other relevant agreement between the
related Seller and FMMSC, including, but not limited to, the right to enforce
the representations and warranties therein against the related Seller, provided,
however, that no Certificateholder shall have a direct or derivative cause of
action against Seller with regard to any alleged breach of such representations
and warranties because of the ownership of any Certificate.
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(b) In connection with any such transfer of a Guaranteed Portion, FMMSC
shall cause to be delivered to the Trustee the following documents related to
such Guaranteed Portion:
(i) the original Final Guaranteed Portion Assignment;
(ii) all original prior Guaranteed Portion Assignments, if any;
(iii) the original Assignment Guarantee Agreement;
(iv) copy of the executed Loan Note Guarantee;
(v) copy of the executed related Borrower's promissory note;
(vi) the original Certificate of Incumbency (Form 4279-7), executed
by USDA;
(vii) copy of the Lender's Agreement (Form 4279-4), executed by
the related Lender and USDA; and
(viii) copy of the prepayment penalty pass-through letter, if
any, executed by the related Lender.
Section 2.06. Safekeeping and Release of Required Documents. All Required
Documents with respect to the Guaranteed Portions comprising the Pool relating
to an Issue Supplement shall be kept by the Trustee or an agent of the Trustee
on its behalf in trust for the exclusive use and benefit of all present and
future related Certificateholders. In the event of the (a) prepayment in full of
a Guaranteed Portion, (b) repurchase of a Guaranteed Portion by a Lender or (c)
purchase of a Guaranteed Portion by USDA, the Trustee shall release to the party
indicated in the related consent or request each of the Required Documents held
by the Trustee in respect of the Guaranteed Portions indicated therein.
ARTICLE III
The Certificates
Section 3.01. Certificates Issuable in Series and Classes; General
Provisions with Respect to Principal and Interest Distributions. Each Series of
Certificates may consist of only one Class or may be divided into two or more
Classes and shall be designated generally as Farmer Mac II Guaranteed
Agricultural Mortgage-Backed Securities, with such particular designations added
or incorporated in such title for the Certificates of any particular Series or
Class as shall be specified in the related Issue Supplement.
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The aggregate amount of principal of and interest distributable on the
Certificates of any Series on any Distribution Date shall be equal to the
Certificate Distribution Amount for such Series on such Distribution Date with
the principal component of such amount being equal to the related Principal
Distribution Amount. Distributions of any such Certificate Distribution Amount
shall be made in such amounts as among Classes of Certificates, and subject to
such other conditions, as are provided in the Issue Supplement with respect to
such Series. All distributions of such Certificate Distribution Amount for any
such Distribution Date which are made with respect to a particular Class of
Certificates shall be made pro rata among all Certificates of such Class in
proportion to their respective principal Denominations, with no preference or
priority of any kind.
Section 3.02. Issuance of Certificates. (a) Except as otherwise provided
in the applicable Issue Supplement, the Certificates of any Series shall be
issued in book-entry form and shall be maintained in the names of the record
owners thereof as entries on the books of FRBNY. The Certificates of any Series
shall be in such authorized Denominations as shall be specified in the
applicable Issue Supplement and may be transferred or pledged in accordance with
and subject to then applicable regulations governing Farmer Mac's use of the
book-entry system (as the same shall be in effect at the time of any such
transfer or pledge), FRBNY Operating Circulars 21 and 21A and procedures that
are followed generally for book-entry securities.
(b) If an Issue Supplement for a Series so provides, a Series or Class
or Classes of Certificates may be issued in definitive or temporary form.
Certificates issued in such form shall be subject to the provisions of the
related Issue Supplement, including, without limitation, provisions regarding
Denominations, registration, transfer, exchange, and, if applicable, conversion
to book-entry form.
ARTICLE IV
Pool Administration
Section 4.01. Duties of Trustee. The Trustee agrees to perform the
following duties in connection with each Series, subject to the terms of the
related Issue Supplement:
(a) Obligations of Trustee - the obligations of the Trustee as Trustee,
include the following:
(i) Trustee - performance of all duties and obligations of the
Trustee set forth herein and in the applicable Issue Supplement.
(ii) Collection, Calculation and Paying Agent - collection of
principal and interest on all Guaranteed Portions, calculation of amounts
payable and remittance of payments to Certificateholders as required by
Sections 5.01 and 5.04 of this Trust Agreement; and
(iii) Certificate Reporting Agent - preparation and distribution to
the appropriate parties (Farmer Mac and Certificateholders through FRBNY
and the posting of factor files) of the reports required in Section 5.02
of this Trust Agreement and any Issue Supplement.
(b) Pool Processing - The Trustee will receive and examine the Required
Documents, verify their accuracy and completeness, and notify the applicable
Seller.
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(c) Custody of Required Documents - The Trustee, or an agent of the
Trustee on its behalf, will provide physical custody and safekeeping of all
Required Documents.
Section 4.02. Demands Under the USDA Guarantee. Upon determination by the
Trustee that either (i) a Borrower has failed to make a required payment on a
Guaranteed Loan and such failure has continued for sixty days or (ii) a Lender
has failed to remit to the Trustee its pro rata share of any payment made by the
Borrower or any loan subsidy in respect of a Guaranteed Portion on or before
thirty days following receipt thereof by the Lender, the Trustee may, acting at
the direction of Farmer Mac, make written demand upon the Lender for repurchase
of the related Guaranteed Portion pursuant to the Assignment Guarantee
Agreement, and shall concurrently send a copy of such demand to USDA. If,
following a period of thirty days subsequent to such demand, the Lender has
failed to exercise its option to repurchase such Guaranteed Portion, the Trustee
shall make written demand upon USDA pursuant to the USDA Guarantee for purchase
of such Guaranteed Portion or, at the direction of Farmer Mac, withdraw the
demand to the Lender. Farmer Mac will make the determination as to the timing of
the original demand to the Lender and the withdrawal thereof in accordance with
the practices it employs for similar guaranteed portions held for its own
account; provided, however, that Farmer Mac shall not direct the Trustee to
withdraw a demand if such withdrawal would adversely affect the availability or
the amount of the USDA guarantee of the affected Guaranteed Portion. Any
Purchase Proceeds received by the Trustee in connection with any such demand or
repurchase by the Lender or purchase by USDA shall be promptly deposited by the
Trustee in the Certificate Account pursuant to 5.01.
Section 4.03. Waivers and Modifications of Guaranteed Portions. As loan
servicer the Lender may (i) waive, modify or vary any term of any Guaranteed
Loan, (ii) consent to the postponement of strict compliance with any such term
or (iii) in any manner grant indulgence to any Borrower; provided that the
Lender cannot make such changes without the consent of the holder of the related
Guaranteed Portion. The Trustee as the holder of each Guaranteed Portion
included in a Pool shall not consent to any such proposed change without the
consent in writing of Farmer Mac; provided, however, no such change consented to
by Farmer Mac or the Trustee shall have effect upon the timing and amounts due
on the related Series of Certificates or under the Farmer Mac Guarantee.
Section 4.04. Payments Under the Farmer Mac Guarantee.
(a) Pursuant to regulations of USDA, each Lender is required to remit to
the Trustee for deposit in the Certificate Account, on or prior to the 30th day
following receipt of the payment from the related Borrower, the amount specified
to the Trustee by such Lender in respect of collections on Guaranteed Portions
received by such Lender during such Collection Period and reported to the
Trustee.
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(b) If, with respect to any Collection Period and any Guaranteed Portion,
(i) a Scheduled Payment is received in such Collection Period, but
there is no payment due in such Collection Period, Farmer Mac shall make
an Early Payment Advance on the related Distribution Date;
(ii) such Guaranteed Portion has a Due Date in such Collection
Period and a payment is received in such Collection Period, Farmer Mac
shall make a Timing Advance on the related Distribution Date; and
(iii) such Guaranteed Portion has a Due Date in such Collection
Period and a payment was not received during such Collection Period, and
an Early Payment Advance was not made with respect to such payment, Farmer
Mac shall make a Delinquency Advance on the related Distribution Date.
(c) Except for Early Payment Advances, Farmer Mac shall make no Advances
for any Guaranteed Portion that does not have a Due Date in the Collection
Period related to the applicable Distribution Date.
(d) Farmer Mac shall withhold, as reimbursement for any Advances made by
it, amounts equal to any such Advances out of subsequent payments by Borrowers
or Purchase Proceeds with respect to the Guaranteed Portions as to which such
Advances were made. If such reimbursement is made from subsequent payments by
the applicable Borrower (but not Purchase Proceeds), Farmer Mac shall make an
Advance to the extent necessary to pass through to Holders any payment required
to be passed through on the applicable Distribution Date.
(e) Farmer Mac will make all required payments under the Farmer Mac
Guarantee to the Certificate Account not later than 10:00 A.M. on the related
Distribution Date.
Section 4.05. Optional Purchase of Delinquent Guaranteed Portions;
Substitution or Purchase of Defective Guaranteed Portions. Farmer Mac shall have
the right and option, without obligation and in its discretion, to purchase from
the related Trust Fund, upon payment of the Purchase Price, any Guaranteed
Portion at any time after such Guaranteed Portion becomes and remains delinquent
in the payment of any Scheduled Payment or portion thereof for a period of
ninety days and as to which the interest accrual period for purposes of the USDA
Guarantee is about to expire.
Farmer Mac may, in the case of a breach of warranty by a Seller of any
Guaranteed Portion or a defect in documentation, (i) purchase, or cause the
related Seller to purchase, at the Purchase Price such Guaranteed Portion from
the Trust Fund or (ii) substitute, or cause the related Seller to substitute, an
additional Guaranteed Portion or Guaranteed Portions for such Guaranteed Portion
as long as any such substitution takes place within two years of the original
issuance of Certificates evidencing beneficial interests in the related Trust
Fund. Any Substitute Guaranteed Portion shall (i) have a Cut-Off Date Principal
Balance which is not greater than the Cut-Off Date Principal Balance of the
replaced defective Guaranteed Portion (the amount of any difference being deemed
to be a Curtailment), (ii) have an original final maturity not later than the
original final maturity of any Guaranteed Portion in the Trust Fund and not
earlier than two years prior to the original final maturity of the related
replaced defective Guaranteed Portion, (iii) have a Guaranteed Loan interest
rate which, on the date of substitution, is not less than, and is determined
similarly to, the interest rate borne by the replaced defective Guaranteed
Portion; (iv) have similar Due Dates as the replaced defective Guaranteed
Portion; and (v) conform to such other criteria for Substitute Guaranteed
Portions as may be set forth in the related Issue Supplement. In connection with
any such substitution, Farmer Mac shall amend the Guaranteed Portion Schedule to
reflect the withdrawal of the replaced defective Guaranteed Portion and the
assignment to the Trustee of the Substitute Guaranteed Portion.
<PAGE>
Section 4.06. Servicing Compensation; Payment of Certain Expenses by
Farmer Mac. As compensation for its activities and obligations hereunder, Farmer
Mac shall be entitled to retain the applicable Guarantee Fee and Administration
Fee, and such other amounts as shall be specified herein and in the related
Issue Supplement. The Guarantee Fee and Administration Fee shall be calculated
for each Guaranteed Portion, and accrue for the actual number of days, and under
the same accrual calculation method, used to calculate interest payable by the
Borrower of the related Guaranteed Loan at the applicable fee rate on the
outstanding principal balance of the Guaranteed Portion from time to time. Such
fees will be withheld by the Trustee in each Collection Period during which a
payment for the applicable Guaranteed Portion is received from the applicable
Lender or USDA. Farmer Mac shall pay all expenses incurred by it hereunder in
connection with its activities and shall, except for any reimbursable expenses
as may be set forth herein or the related Issue Supplement, not be entitled to
reimbursement therefor.
ARTICLE V
Certificate Account; Distributions; Farmer Mac Guarantee
Section 5.01. Certificate Account. On or before the issuance of a Series
of Certificates, Farmer Mac shall either (i) open with an Eligible Depository
one or more trust accounts in the name of the Trustee applicable to the related
Trust Fund that shall collectively be the "Certificate Account" or (ii) in lieu
of maintaining any such account or accounts, maintain the Certificate Account
for the related Trust Fund by means of appropriate entries on its books and
records designating all amounts credited thereto in respect of the related
Guaranteed Portions as being held by it for the benefit of the Holders of
Certificates evidencing beneficial ownership of such Trust Fund. To the extent
that the Certificate Account for any Trust Fund is maintained by Farmer Mac in
the manner provided in clause (ii) above, all references herein to deposits and
withdrawals from the Certificate Account shall be deemed to refer to credits and
debits to the related books of Farmer Mac.
Farmer Mac shall deposit or cause to be deposited in the Certificate
Account the following payments and collections in respect of the Guaranteed
Portions comprising the related Pool:
(i) all regular principal and interest collections on such
Guaranteed Portions remitted to the Trustee by Lenders (other than
collections for interest accrued on or prior to the Cut-Off Date);
(ii) all Prepayment Penalties with respect to such Guaranteed
Portions remitted to the Trustee by Lenders;
<PAGE>
(iii) all Purchase Proceeds with respect to such Guaranteed Portions
received by the Trustee from Lenders or USDA;
(iv) all payments under the Farmer Mac Guarantee;
(v) the Purchase Price for any Guaranteed Portion in such Pool
purchased pursuant to Section 4.05;
(vi) the amount of any Curtailments in connection with any
Substitute Guaranteed Portions in such Pool as described in
Section 4.05;
(vii) any Advances; and
(viii) any Initial Deposit.
All amounts deposited by Farmer Mac from time to time in a Certificate
Account for a Trust Fund, and all investments made with such moneys, including
all income or other gain from such investments, shall be held by Farmer Mac in
the Certificate Account as part of the Trust Fund as herein provided, subject to
withdrawal by Farmer Mac for the purposes set forth in Section 5.03.
All or a portion of amounts on deposit in a Certificate Account shall be
invested and reinvested by Farmer Mac in one or more Eligible Investments
bearing interest or sold at a discount. No such investment shall mature later
than the Business Day immediately preceding the next applicable Distribution
Date except that any investment on which the Eligible Depository, in its
commercial capacity, or Farmer Mac is the obligor, may mature on the related
Distribution Date. No Eligible Investment may be sold while in the Certificate
Account, except to the extent that Farmer Mac believes that a sale of an
Eligible Investment is desirable because of the possibility of a default by the
obligor thereon.
Section 5.02. Publication of Certificate Principal Factors. As soon as
practicable after giving effect to the distribution of the Principal
Distribution Amount on each Distribution Date, Farmer Mac shall make available
generally to financial publications and electronic services the Certificate
Principal Factor (carried to eight decimal places) for each Class of
Certificates.
Section 5.03. Withdrawals from the Certificate Account. Amounts on deposit
in the Certificate Account on the Distribution Date for a Series shall be
withdrawn by Farmer Mac, in the amounts required, to the extent funds are
available therefor, for application as follows:
first, from amounts received with respect to a Guaranteed Portion, to the
payment to Farmer Mac of the related Guarantee Fee for such Distribution Date or
any prior Distribution Date which has not otherwise been paid;
<PAGE>
second, from amounts received with respect to a Guaranteed Portion, to the
payment to Farmer Mac of the related Administration Fee for such Distribution
Date or any prior Distribution Date which has not otherwise been paid;
third, from amounts received with respect to a Guaranteed Portion to the
payment to Farmer Mac of the related Guarantee Reimbursement Amount;
fourth, towards the distribution to Certificateholders of the
Certificate Distribution Amount for such Distribution Date;
fifth, to the payment to Farmer Mac of any investment income from the
Certificate Account;
sixth, to clear and terminate the Certificate Account pursuant to Section
9.01.
Section 5.04. Distributions on Certificates. On each Distribution Date for
a Series, Farmer Mac shall withdraw from the Certificate Account for such
Series, to the extent of funds available therefor, the Certificate Distribution
Amount for such Distribution Date.
Farmer Mac agrees that it shall submit the certification required by the
Secretary of the Treasury in order to provide funds to Farmer Mac at least ten
Business Days (or such longer or shorter period as the Secretary of the Treasury
may hereafter provide by regulation) prior to each Distribution Date on which
such funds will be necessary to satisfy Farmer Mac's guarantee obligations under
Section 5.05.
Section 5.05. Farmer Mac Guarantee. Farmer Mac agrees to pay to the
Holders of Certificates of each Series on each Distribution Date therefore
the entire Certificate Distribution Amount for such Distribution Date.
<PAGE>
Farmer Mac's obligations hereunder shall inure to the benefit of and shall
be enforceable by any Holder of a Certificate through the Trustee (or
individually by any such Holder in the event the Trustee shall have failed to
make prompt demand upon Farmer Mac after due notification from any such Holder)
if, for any reason beyond the control of such Holder, such Holder shall have
failed to receive on any Distribution Date such Holder's interest in the
Certificate Distribution Amount for such Distribution Date. Farmer Mac hereby
irrevocably agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, legality or enforceability of, or any change in or
amendment to, this Agreement or any Certificate, or any breach with respect to
any Administration Fee or Guarantee Fee payable to Farmer Mac in consideration
of its guarantee, the failure to pay any Guarantee Reimbursement Amount, the
absence of any action to enforce the same, the waiver or consent by the Holder
of any Certificate or by the Trustee with respect to any provisions of this
Agreement, or any action to enforce the same or any other circumstance that
might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Farmer Mac hereby waives diligence, presentment, demand of payment,
protest or notice with respect to each Certificate or the interest represented
thereby, and all demands whatsoever, and covenants that this guarantee will not
be discharged except upon complete irrevocable payment of the principal and
interest obligations represented by the Certificates.
Farmer Mac shall be subrogated to all rights of the Holders of
Certificates of any Series against the related Trust Fund and the proceeds of
the Trust Fund in respect of any amounts paid by Farmer Mac pursuant to the
provisions of its guarantee; provided, however, that Farmer Mac's entitlement
thereto on any Distribution Date shall be limited to the amount, if any, of any
Guarantee Reimbursement Amount.
No reference herein shall alter or impair the guarantee of Farmer Mac,
which is absolute and unconditional, of the due and punctual distribution to
Holders of Certificates of each Series on each Distribution Date of the
Certificate Distribution Amount therefor.
The Farmer Mac Guarantee is not an obligation of, and is not guaranteed as
to principal or interest by the USDA, the United States of America or any other
agency or instrumentality of the United States of America (other than Farmer
Mac).
<PAGE>
ARTICLE VI
Limitation of Liability
Section 6.01. General Limitation. Farmer Mac and FMMSC shall be liable
under the terms of the Certificates, this Trust Agreement and any related Issue
Supplement only to the extent of faithful performance of the duties and
responsibilities imposed by the terms of this Trust Agreement and any related
Issue Supplement.
Section 6.02. Measure of Liability. Neither Farmer Mac nor FMMSC nor any
of their respective directors, officers, employees or agents shall be under any
liability for any action taken or for refraining from the taking of any action
in good faith pursuant to the terms of this Trust Agreement and any related
Issue Supplement, or for errors in judgment; provided, however, that this
provision shall not protect Farmer Mac or FMMSC or any such person against any
liability for action or inaction by reason of willful misfeasance, bad faith or
negligence, or by reason of willful disregard of obligations and duties.
Neither Farmer Mac nor FMMSC shall have any obligation to appear in,
prosecute or defend any legal action which is not incidental to their respective
duties under this Trust Agreement and any related Issue Supplement and which in
their opinion may involve either of them in expense or liability; provided,
however, that either Farmer Mac or FMMSC in their discretion may undertake any
such legal action which they may deem necessary or desirable in the interests of
Holders of Certificates.
In the event that either Farmer Mac or FMMSC in their discretion so
determine to undertake any such legal action, the party taking such action for
its own account shall pay and defray the expense of any such action, including
attorneys' fees. Such expense resulting from any such legal action shall be
reimbursable only to the extent amounts are available for withdrawals from the
Certificate Account pursuant to clause third of Section 5.03.
<PAGE>
ARTICLE VII
Farmer Mac
Section 7.01. Resignation. Farmer Mac shall not resign from the duties
imposed upon it by the terms of this Trust Agreement and any Issue Supplement.
Section 7.02. Merger or Consolidation. Any corporation or other entity
into which Farmer Mac is merged or consolidated, or any corporation or other
entity resulting from any merger, conversion or consolidation to which Farmer
Mac shall be a party, or any corporation or other entity succeeding to the
business of Farmer Mac, shall succeed to and assume all duties imposed upon
Farmer Mac by the terms of this Trust Agreement and all Issue Supplements,
without the filing of any instrument or the performance of any further act by
Farmer Mac or any Certificateholder. Farmer Mac promptly shall furnish written
notice of such succession to all Certificateholders.
Section 7.03. Succession Upon Default. With respect to any Trust Fund,
each of the following events shall constitute an Event of Default by Farmer Mac:
(a) any failure by Farmer Mac to distribute to Holders of
Certificates of any Class in such Trust Fund any distribution required to
be made under the terms of this Trust Agreement and the related Issue
Supplement (including, for this purpose, pursuant to the Farmer Mac
Guarantee) which continues unremedied for a period of five days after the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to Farmer Mac by the Holders of
Certificates of such Class having Certificate Principal Balances
aggregating not less than 5% of the aggregate of the Certificate Principal
Balances of all of the Certificates of such Class; or
(b) failure on the part of Farmer Mac duly to observe or perform in
any material respect any other of the covenants or agreements on the part
of Farmer Mac in this Trust Agreement and the related Issue Supplement
which continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to Farmer Mac by the Holders of Certificates of any Class
in the related Trust Fund having Certificate Principal Balances
aggregating not less than 25% of the aggregate of the Certificate
Principal Balances of all of the Certificates of such Class; or
(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
Farmer Mac and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
<PAGE>
(d) Farmer Mac shall consent to the appointment of a conservator,
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings relating to
Farmer Mac or to all or substantially all of its property; or
(e) Farmer Mac shall admit in writing its inability to pay its debts
generally as they become due, file a petition to invoke any applicable
insolvency or reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its obligations.
With respect to any Trust Fund, upon the occurrence of an Event of
Default, and so long as such Event of Default shall not have been remedied, the
Trustee or the Holders of Certificates of any Class in the related Trust Fund
having Certificate Principal Balances aggregating not less than 25% of the
aggregate of the Certificate Principal Balances of all of the Certificates of
such Class may (a) terminate all obligations and duties imposed upon Farmer Mac
(other than its obligations under the Farmer Mac Guarantee pursuant to Section
5.05) under this Trust Agreement and the related Issue Supplement, and (b) name
and appoint a successor or successors to succeed to and assume all of such
obligations and duties. Such actions shall be effected by notice in writing to
Farmer Mac and shall become effective upon receipt of such notice by Farmer Mac
and the acceptance of such appointment by such successor or successors.
On and after the receipt by Farmer Mac of such written notice and the
acceptance by the successor or successors to Farmer Mac, all obligations (other
than its continuing obligations under the Farmer Mac Guarantee) and duties
imposed upon Farmer Mac under this Trust Agreement and the related Issue
Supplement 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 Farmer Mac, as attorney in fact or otherwise, as may
be necessary and appropriate to effect the purposes of such written notice.
Section 7.04. Farmer Mac as Holder. Farmer Mac shall have the right to
purchase and hold for its own account any Certificate issued pursuant to the
terms of this Trust Agreement and any Issue Supplement, notwithstanding the
rights and duties conferred and imposed upon Farmer Mac by this Trust Agreement
and any such applicable Issue Supplement. In determining whether the Holders of
the requisite amount of Certificates have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, any Certificate
evidencing a beneficial ownership interest in the related Trust Fund held by
Farmer Mac shall be disregarded and deemed not to be outstanding.
<PAGE>
<PAGE>
ARTICLE VIII
Concerning the Trustee
Section 8.01. Duties of Trustee.
-----------------
(a)...The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default that may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. If an Event of Default occurs and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such investor's own
affairs. Any permissive right of the Trustee contained in this Agreement shall
not be construed as a duty.
(b)...The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. If any such instrument is found
not to conform to the requirements of this Agreement in a material manner, the
Trustee shall take action as it deems appropriate to have the instrument
corrected and if the instrument is not corrected to the Trustee's satisfaction,
the Trustee will provide notice thereof to the Certificateholders.
(c)...No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default that may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Farmer Mac as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement; and
<PAGE>
(iv) No provision of this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d)...For all purposes of this Agreement, the Trustee shall not be deemed
to have knowledge of any Event of Default or event that, with notice or lapse of
time, or both, would become an Event of Default, unless a Responsible Officer of
the Trustee shall have received written notice thereof from a Servicer or Farmer
Mac or Certificateholders pursuant to Section 7.03 or a Responsible Officer of
the Trustee shall have actual knowledge thereof, and in the absence of such
written notice or knowledge no provision hereof requiring the taking of any
action or the assumption of any duties or responsibility by the Trustee
following the occurrence of any Event of Default or event which, with notice or
lapse of time, or both, would become an Event of Default, shall be effective as
to the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
-------------------------------------
(a)...Except as otherwise provided in Section 8.01:
(i) The Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document prima facie in proper form and believed by
it to be genuine and to have been signed or presented by the proper party
or parties;
(ii) The Trustee may consult with counsel (including counsel for
Farmer Mac), and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such Opinion
of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders or Farmer
Mac, pursuant to the provisions of this Agreement, unless such
Certificateholders or Farmer Mac shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such
investor's own affairs;
<PAGE>
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default that may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Farmer Mac or
by the Holders of Certificates of the related Series evidencing not less
than 25% of the Aggregate Certificate Principal Balance; provided,
however, that if the payment within a reasonable time to the Trustee of
the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding. The
reasonable expense of every such investigation shall be paid by Farmer
Mac; and
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys.
(b)...It is understood and agreed that, in exercising any right to direct
the Trustee in the performance of its duties under this Agreement prior to the
occurrence of an Event of Default and after the curing of all Events of Default,
Farmer Mac shall be acting for the benefit of the Certificateholders of the
related Series; provided, that nothing in this Agreement shall be construed to
require Farmer Mac to exercise any such right or to impose any liability on
Farmer Mac for its election, in its sole discretion, in any instance to exercise
or to refrain from exercising any such right. No failure by Farmer Mac to
exercise such right in any instance shall be deemed a waiver of such right in
any other instance. The Trustee shall be entitled to rely on any such direction
rendered to it by Farmer Mac without inquiry as to the propriety or validity
thereof, and shall be protected in acting on such direction.
Section 8.03. Trustee Not Liable for Certificates or Guaranteed Portions.
Except as otherwise expressly provided herein, the Trustee shall not be
accountable for the use or application by a Servicer or Farmer Mac of any funds
paid to the Servicer or Farmer Mac, in respect of the Guaranteed Portions or
deposited in or withdrawn from the Certificate Account by the Servicer or Farmer
Mac, as the case may be. The Trustee makes no representations or warranties as
to the validity or sufficiency of the Certificates or of any Guaranteed Portion
or related document, except that the Trustee represents that this Agreement has
been duly authorized, executed and delivered by it and, assuming due execution
and delivery by the other parties hereto, constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability may be subject to (i) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (ii) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law.
<PAGE>
Section 8.04. Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates of any
Series with the same rights it would have if it were not Trustee.
Section 8.05. Indemnification of the Trustee. Farmer Mac shall indemnify
the Trustee its individual capacity and as Trustee and any director, officer,
employee or agent of the Trustee in its individual capacity and as Trustee for,
and hold them harmless against, any loss or liability incurred by any of them
without negligence or bad faith on the part of the Trustee in its individual
capacity and as Trustee or any such director, officer, employee or agent of the
Trustee in its individual capacity and as Trustee and arising out of or in
connection with the acceptance or administration of the trusts created herewith,
including the costs and expenses of defending the Trustee in its individual
capacity and as Trustee or any such director, officer, employee or agent of the
Trustee in its individual capacity and as Trustee against any claim or liability
incurred by any of them in connection with the exercise or performance of any of
their powers or duties hereunder without negligence or bad faith on its or their
part, but not including any expenses incurred in the ordinary course of
performing the Trustee's duties as set forth herein.
Section 8.06. Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be Farmer Mac or a corporation having its principal office in
a state and city acceptable to Farmer Mac and organized and doing business under
the laws of such state or the United States of America, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 or which is a member of a bank holding company whose
capital and surplus is at least $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee. (a) The Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to Farmer Mac. Upon receiving such notice of resignation,
Farmer Mac shall promptly appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 90 days after giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
<PAGE>
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by Farmer Mac or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then Farmer Mac may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee and Farmer Mac shall give written
notice thereof to the Servicer. Notwithstanding the foregoing, any liability of
the Trustee under this Agreement arising prior to such termination shall survive
such termination.
(c) Farmer Mac may at any time remove the Trustee solely pursuant to the
Master Trustee Agreement and appoint a successor trustee by written instrument
or instruments within 90 days of such predecessor Trustee's removal. If no
successor trustee shall have been so appointed and have accepted appointment
within 90 days after the giving of such notice of removal, the predecessor
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08 but in no event shall become effective until a successor has been
appointed and has accepted the duties of the Trustee.
Section 8.08. Successor Trustee. (a) Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to Farmer Mac
and to its predecessor trustee an instrument accepting such appointment
hereunder, and the successor trustee shall secure an Opinion of Counsel (which
shall be an expense of such successor trustee) to the effect that, to the extent
that the Trust Fund is exempt from Federal income taxation, the Trust Fund is
not subject to state and local taxation in the jurisdiction where the successor
trustee is located, whereupon the resignation or removal of the predecessor
trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. The predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.
<PAGE>
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
Section 8.09. Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be eligible under the provisions of
Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 8.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of a Trust
Fund or property securing the same may at the time be located, Farmer Mac and
the Trustee acting jointly shall have the power to execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the related Trust Fund, and to vest in
such Person or Persons, in such capacity, such title to such Trust Fund, or any
part thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as Farmer Mac and the Trustee may
consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder. Except as specifically provided in the first sentence of
this paragraph, the Trustee shall have no other rights to appoint a co-trustee.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed, the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee and co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
<PAGE>
(d) Any separate trustee and co-trustee may, at any time constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in an be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Controlling Provisions. In the event of any conflict
between the provisions of the Master Trustee Agreement and this Agreement,
the provisions of this Agreement shall be deemed controlling.
Section 8.12. Trustee Fees. As compensation for its services hereunder, a
Trustee other than Farmer Mac shall be entitled to receive from Farmer Mac fees
at such times, and in such amounts, as shall be specified for the related Trust
Fund in the Master Trustee Agreement. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust.
ARTICLE IX
Termination
Section 9.01. Termination. The respective obligations and responsibilities
of Farmer Mac created hereby and by an Issue Supplement shall terminate as to
the related Trust Fund upon the distribution by Farmer Mac to all Holders of
Certificates evidencing beneficial ownership interests in such Trust Fund of all
amounts required to be distributed hereunder and thereunder upon (i) the
repurchase by the applicable Lenders or purchase by the USDA of all Guaranteed
Portions remaining in the related Trust Fund; (ii) the final payment of the last
Guaranteed Portion remaining in the related Trust Fund; or (iii) distribution by
Farmer Mac pursuant to the Farmer Mac Guarantee on the Final Distribution Date
for the latest maturing Class of the related Series of an amount sufficient to
reduce the Class Certificate Principal Balance of such Class to zero; provided,
however, that in no event shall any trust created hereby and by the related
Issue Supplement continue beyond the expiration of 21 years from the death of
the survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States of America to the Court of St. James's, living on the Closing Date
of the related Series of Certificates.
In connection with any such termination, Farmer Mac shall make available
to financial publications and electronic services notice for the benefit of
Holders of Certificates in the related Trust Fund to the effect that the final
distribution will be made on the Distribution Date therein specified to
Certificateholders of record on the applicable Record Date.
<PAGE>
ARTICLE X
Supplemental Agreements
Section 10.01. Permissible Without Action by Certificateholders. Farmer
Mac, FMMSC and the Trustee, from time to time and at any time, may, without the
consent of or notice (other than in the case of any instrument supplemental
thereto pursuant to clause (b) below) to any Holder of a Certificate, enter into
an agreement or other instrument supplemental hereto and which thereafter shall
form a part hereof, for any one or more of the following purposes:
(a) to add to the covenants of Farmer Mac, whether applicable to
one or more Trust Funds;
(b) to evidence the succession pursuant to Article VII of another
Person or Persons to Farmer Mac and the assumption by such successor or
successors of the obligations of Farmer Mac hereunder (other than the
Farmer Mac Guarantee);
(c) to eliminate any right reserved to or conferred upon Farmer Mac;
(d) to take such action to cure any ambiguity or correct or
supplement any provision in this Trust Agreement or in any Issue
Supplement as Farmer Mac may deem necessary or desirable; or
(e) to modify, eliminate or add to the provisions of this Trust
Agreement and any related Issue Supplement to such extent as shall be
necessary to maintain the tax exempt status of the Trust Fund under
Federal and State law; provided that (i) there shall have been delivered
to the Trustee an Opinion of Counsel to the effect that such action is
necessary or advisable to maintain such status, and (ii) such amendment
shall not have any of the effects described in paragraphs (a) and (b) of
the proviso to Section 10.02.
In connection with any such action described in this Section, the Trustee shall
be entitled to an Opinion of Counsel to the effect that such action shall not
result in any adverse tax consequences to the related Class or Classes of
Certificates.
Section 10.02. Waivers and Supplemental Agreements With Consent of
Holders. With the consent of the Holders of Certificates of each Class in the
related Trust Fund having Certificate Principal Balances aggregating not less
than 66% of the aggregate of the Certificate Principal Balances of all of the
Certificates of such Class, (i) compliance by Farmer Mac with any of the terms
of this Trust Agreement or the related Issue Supplement may be waived or (ii)
Farmer Mac may enter into any Supplemental Agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Trust Agreement or the related Issue Supplement or of modifying in any
manner the rights of the Holders of the Certificates issued under this Trust
Agreement and the related Issue Supplement; provided that no such waiver or
Supplemental Agreement shall:
<PAGE>
(a) without the consent of all Certificateholders affected thereby
reduce in any manner the amount of, or delay the timing of, distributions
which are required to be made on any Certificate; or
(b) without the consent of all Certificateholders (i) terminate or
modify the Farmer Mac Guarantee with respect to the Certificates of such
Series, or (ii) reduce the aforesaid percentages of Certificates, the
Holders of which are required to consent to any waiver or any Supplemental
Agreement.
It shall not be necessary for Holders to approve the particular form of
any proposed Supplemental Agreement, but it shall be sufficient if such Holders
shall approve the substance thereof.
Promptly after the execution of any Supplemental Agreement pursuant to
this Section, Farmer Mac shall give notice thereof to Holders of Certificates.
Any failure of Farmer Mac to give such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such Supplemental
Agreement.
ARTICLE XI
Miscellaneous
Section 11.01. Holders. The death or incapacity of any Holder of a
Certificate shall not operate to terminate this Trust Agreement or any Issue
Supplement, nor entitle such Holder's legal representative or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of the affairs of the related Trust Fund, nor otherwise affect the
rights, duties and obligations of any of the parties to this Trust Agreement or
any such Issue Supplement.
No Holder shall have any right to control or to participate in the control
and administration of any Trust Fund, nor shall any of the terms of this Trust
Agreement or any such Issue Supplement be construed to constitute the Holders
and Farmer Mac as partners or members of an association, nor shall any Holder
have any duty or liability to any third person by reason of any action taken by
the parties to this Trust Agreement or any such Issue Supplement pursuant to the
provisions hereof and thereof.
<PAGE>
No Holder shall have any right by virtue of any provision of this Trust
Agreement or any Issue Supplement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Trust Agreement or any
Issue Supplement unless an Event of Default shall have occurred and be
continuing in respect of the Trust Agreement and related Issue Supplement. For
the protection and enforcement of the provisions of this Section, each and every
Holder and the Trustee shall be entitled to such relief as can be given either
at law or in equity.
Section 11.02. FRBNY as Agent. For each Certificate, FRBNY shall be
considered to be acting as the agent of Farmer Mac in providing to and
conferring upon the owners of the Certificate, as such owners shall appear on
the records of FRBNY, the substantive rights and benefits which are provided for
herein for Holders of Certificates. Accordingly, the substantive effect of all
provisions herein providing rights and benefits to Holders of Certificates,
including, without limitation, provisions relating to distributions, voting and
notices, shall apply to such record owners on the books of FRBNY, through FRBNY
acting as agent for Farmer Mac.
Section 11.03. Governing Law. The terms of this Trust Agreement and
any Issue Supplement shall be construed in accordance with the laws of the
District of Columbia.
Section 11.04. Demands, Notices, Communications. All formal demands,
notices and communications by and between Farmer Mac, the Trustee and the Holder
of any Certificate shall be in writing and delivered in person or by first class
mail, postage prepaid (a) if to Farmer Mac, the Trustee or the Depositor, to 919
18th Street, N.W., Washington, D.C. 20006, or to such other address as shall be
set forth in a notification to Holders, or (b) if to the Holder of a
Certificate, to the appropriate Holder in care of FRBNY at the address provided
to Farmer Mac by FRBNY. Any notice so mailed within the time prescribed in this
Trust Agreement or any Issue Supplement shall be conclusively presumed to have
been duly given whether or not the Holder receives such notice.
Section 11.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Trust Agreement or any Issue
Supplement 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 Trust Agreement or any Issue
Supplement and shall in no way affect the validity or enforceability of the
other provisions of this Trust Agreement or any Issue Supplement or of the
Certificates or the rights of the Holders thereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto hereby execute this Trust
Agreement, as of the day and year first above written.
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION, as Issuer
and Trustee
[SEAL]
By: /s/ Nancy E. Corsiglia
------------------------
Nancy E. Corsiglia
Vice President
Attest: /s/ Jerome G. Oslick
--------------------
Jerome G. Oslick
FARMER MAC MORTGAGE
SECURITIES CORPORATION
[SEAL]
By: /s/ Nancy E. Corsiglia
-----------------------
Nancy E. Corsiglia
Vice President
Attest: /s/ Jerome G. Oslick
---------------------
Jerome G. Oslick
<PAGE>
EXHIBIT 4.4.1
Issue Supplement
<PAGE>
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
ISSUE SUPPLEMENT
Dated as of March 31, 2000
TO MASTER TRUST AGREEMENT
Dated as of March 31, 2000
for
GUARANTEED AGRICULTURAL MORTGAGE-BACKED SECURITIES
Series Designation Issue Date
------------------ ----------
Farmer Mac II Trust 2000-A March 31, 2000
THIS ISSUE SUPPLEMENT accompanies and supplements a certain Master Trust
Agreement, dated as of March 31, 2000 (the "Trust Agreement"), among the Federal
Agricultural Mortgage Corporation, a federally chartered instrumentality of the
United States ("Farmer Mac") as issuer (in such capacity, the "Issuer") and
trustee (in such capacity, the "Trustee") and Farmer Mac Mortgage Securities
Corporation, a corporation organized and existing under the laws of the State of
Delaware (the "Depositor"). Unless otherwise specified, certain capitalized
terms are defined in such Trust Agreement and shall have the meanings so
defined.
The collective terms of such Trust Agreement and this Issue Supplement
shall govern the composition of the Trust Fund, the beneficial ownership of
which is evidenced by the Series of Certificates having the above designation,
and have no applicability to any other Trust Fund. If any provision of this
Issue Supplement conflicts with or contradicts a provision of the Trust
Agreement, the provisions of this Issue Supplement shall control.
The Depositor does hereby transfer, assign, set over and otherwise convey
to the Trustee for the Holders of Certificates evidencing beneficial ownership
interests in the Trust Fund established hereby (i) all of the Depositor's right,
title and interest in and to the Guaranteed Portions identified in the
Guaranteed Portion Schedule attached as Schedule I hereto, (ii) all of the
Depositor's right, title and interest in and to all payments of principal
received and interest thereon accrued and received after March 31, 2000 (the
"Cut-Off Date"), (iii) all of the Depositor's rights, as assignee of Farmer Mac,
under each Final Guaranteed Portion Assignment providing for the sale of the
Guaranteed Portions identified in the Guaranteed Portion Schedule attached as
Schedule I hereto, and (iv) the principal portion of the Initial Deposit.
<PAGE>
Section 1. Certain Defined Terms Redefined.
-------------------------------
The following terms defined in Section 1.01 of the Trust Agreement are
modified to have the following meanings for the Series of Certificates
authorized hereby:
Certificate: A Guaranteed Agricultural Mortgaged-Backed Security, Series
Farmer Mac II Trust 2000-A, which, shall initially be issued as a temporary
physical certificate and shall be converted into book-entry form and maintained
in the name of a record owner as an entry on the books of a FRBNY under a
designation specifying the Series, Class and Denomination thereof.
Distribution Date: As to the Certificates, the 15th day of each month
(or if such 15th day is not a Business Day, the Business Day immediately
following), commencing June 15, 2000.
Guaranteed Portion Schedule: The schedule attached as Schedule I to
this Issue Supplement.
Principal Distribution Amount: With respect to a particular Class and
Distribution Date, all payments of principal (including any Balloon Payments,
Principal Prepayments and any Purchase Proceeds allocable to principal) received
on the Guaranteed Portions during the related Collection Period, plus, with
respect to the first Distribution Date, the portion of the Initial Deposit
allocable to principal, plus, with respect to the Final Distribution Date, any
amounts of ultimate principal paid by Farmer Mac under the Farmer Mac Guarantee.
Temporary Certificate: A Certificate issued as temporary physical
certificate substantially in the form of Exhibit A hereto, and convertible into
a book-entry Certificate as provided in this Issue Supplement.
Section 2. Defined Terms Applicable to Issue Supplement.
--------------------------------------------
Whenever used in this Issue Supplement, the following words and phrases
shall have the following meanings:
Administrative Fee Rate: The per annum rate of 0.14%.
-----------------------
Closing Date: April 28, 2000
------------
Cut-Off Date: March 31, 2000.
------------
Guarantee Fee Rate: The per annum rate of 0.25%.
------------------
Initial Deposit: $12,616.88, all of which is allocated to principal.
---------------
<PAGE>
Seller: Greenwich Capital Financial Products, Inc.
------
Section 3. Classes of Certificates; Distributions on Certificates.
------------------------------------------------------
The Series of Certificates authorized by the Trust Agreement and this
Issue Supplement shall have the terms and provisions hereinafter set forth. The
Class designation, original Class Certificate Principal Balance and Final
Distribution Date shall be as follows:
Class Original Class Final Distribution
Designation Certificate Date
----------- ----
Principal Balance
A $68,791,470 December 15, 2039
On each Distribution Date, Farmer Mac shall distribute the Certificate
Distribution Amount to the Certificateholders as of the related Record Date.
Amounts distributed in respect of clause (b) of the definition of Certificate
Distribution Amount shall be applied in reduction of the Certificate Principal
Balances of the Certificates. All distributions of the Certificate Distribution
Amount shall be applied on a pro rata basis among the Certificates.
Section 4. Temporary Certificates.
----------------------
(a) Form and Denominations.
The Temporary Certificates shall be issued in physical form and shall be
converted to book-entry form; interests therein shall be held in minimum
Denominations of $250,000 and integral multiples of $1 in excess thereof.
The Temporary Certificates shall, on original issuance, be executed,
countersigned and delivered by the Trustee, upon receipt by the Trustee of the
Guaranteed Portions identified in the Guaranteed Potions Schedule attached as
Schedule I hereto.
The Temporary Certificates shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may be
produced in any other manner, all as determined by the Trustee, as evidenced by
the execution of the same in accordance herewith.
<PAGE>
(b) Execution, Exchange.
The Temporary Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by a Responsible Officer and shall have
endorsed thereon by manual or facsimile signature of an Authorized Officer of
Farmer Mac a legend evidencing the Farmer Mac Guarantee. The Temporary
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trustee, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the execution and delivery of
such Temporary Certificates or did not hold such offices at the date of any such
Temporary Certificate. No Temporary Certificate shall be entitled to any benefit
under this Issue Supplement, or be valid for any purpose, unless such Temporary
Certificate shall have been manually countersigned by the Trustee substantially
in the form provided for herein, and such countersignature upon any Temporary
Certificate shall be conclusive evidence, and the only evidence, that such
Temporary Certificate has been duly executed and delivered hereunder.
The Trustee shall cause Temporary Certificates to be converted into
definitive Certificates as soon as practicable after the FRBNY informs the
Trustee that it has the capability to maintain the Certificates in book-entry
form. After notification by the Trustee to the Certificateholders, the Temporary
Certificates shall be exchangeable for book-entry Certificates upon surrender of
the Temporary Certificates at the office or agency of the Trustee, without
charge to the Certificateholder. Upon surrender or cancellation of any one or
more Temporary Certificates, the Trustee shall provide the necessary information
to FRBNY so that the Certificates will be maintained in the names of record
owners thereof as entries on the books of FRBNY. Until so surrendered, the
Temporary Certificates shall in all respects be entitled to the same benefits
under this Issue Supplement as book-entry Certificates of the same Class.
(c) Registration of Temporary Certificates. The Trustee shall be the
registrar of the Temporary Certificates for the purpose of registering Temporary
Certificates and maintaining a record of any transfers and exchanges of
Temporary Certificates as herein provided. The Trustee shall cause to be kept at
its corporate trust office, a Certificate Register in which, subject to such
reasonable requirements as the Trustee may prescribe, the Trustee shall provide
for the registration of each Series of Certificates and of transfers and
exchanges of Certificates as herein provided.
(d) Mutilated, Destroyed, Lost or Stolen Temporary Certificates. If (i)
any mutilated Temporary Certificate is surrendered to the Trustee, and the
Trustee receive evidence to its satisfaction of the destruction, loss or theft
of any Temporary Certificate, and (ii) there is delivered to the Trustee such
security or indemnity as may be required by it to save it harmless, then, in the
absence of actual notice to the Trustee that such Temporary Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Temporary Certificate, a new Temporary Certificate of the same Series and
Class and of like tenor. Upon the issuance of any new Temporary Certificate
under this Section, the Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
as approved in writing by Farmer Mac, signed by an Authorized Officer) connected
therewith. Any duplicate Temporary Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the related
Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Temporary Certificate shall be found at any time.
<PAGE>
(e) Persons Deemed Owners. Prior to due presentation of a Temporary
Certificate for registration of transfer or exchange, the Trustee and any agent
of the Trustee may treat the Person in whose name the Temporary Certificate is
registered as the owner of such Temporary Certificate for the purpose of
receiving distributions and for all other purposes whatsoever, and neither the
Trustee nor any agent of the Trustee shall be affected by notice to the
contrary.
IN WITNESS WHEREOF, the parties hereto hereby execute this Issue
Supplement, as of the day and year first above written.
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION,
as Issuer and Trustee
[SEAL]
By: /s/ Nancy E. Corsiglia
-------------------------
Attest: /s/ Jerome G. Oslick Name: Nancy E. Corsiglia
---------------------- Title: Vice President
Jerome G. Oslick
FARMER MAC MORTGAGE
SECURITIES CORPORATION
[SEAL]
By: /s/ Nancy E. Corsiglia
-------------------------
Attest: /s/ Jerome G. Oslick Name: Nancy E. Corsiglia
---------------------- Title: Vice President
Jerome G. Oslick
<PAGE>
EXHIBIT A
(Form of Temporary Certificate)
<PAGE>
FARMER MAC II
Certificate No. :1
Series :Farmer Mac II Trust 2000-A
Issue Date :March 31, 2000
Final Scheduled Security Payment Date :December 15, 2039
Issue Date Guaranteed Portion
Principal Balance evidenced by
this Certificate ("Denomination") :$ 68,791,470
Issue Date Guaranteed Portion
Principal Balance evidenced by
all Guaranteed Agricultural Mortgage-
Backed Securities Farmer Mac II
Certificates :$ 68,791,470
GUARANTEEED AGRICULTURAL MORTGAGE-BACKED SECURITIES
FARMER MAC II TRUST 2000-A
FARMER MAC II CERTIFICATE
evidencing a percentage interest in a pool consisting of guaranteed
portions of agricultural and business and industrial loans, each such
underlying guarantee being an obligation of the United States acting
through the United States Department of Agriculture, backed by the full
faith and credit of the United States.
This certifies that Greenwich Capital Markets, Inc., Tax ID 13-3172275, is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the denomination of this Certificate by the aggregate of
the denominations of all Guaranteed Agricultural Mortgage-Backed Securities
Farmer Mac II Certificates) in certain distributions with respect to a Trust
Fund created pursuant to a Master Trust Agreement dated as of March 31, 2000 as
supplemented by an Issue Supplement dated as of the Issue Date specified above
(collectively, the "Trust Agreement"), each between Farmer Mac Mortgage
Securities Corporation, as depositor "FMMSC") and the Federal Agricultural
Mortgage Corporation ("Farmer Mac"), as guarantor and Trustee (the "Trustee").
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Trust Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
<PAGE>
Farmer Mac, as evidenced by the guarantee legend endorsed on the reverse
hereof, guarantees to the Holder hereof timely payment of Net Interest Funds on
and ultimate payment of principal of the Percentage Interest evidenced by this
Certificate in accordance herewith and the within-mentioned Trust Agreement. The
obligations of Farmer Mac under its guarantee are not obligations of, and are
not guaranteed as to interest and principal by, the USDA, the Farm Credit
Administration, the United States, or any agency or instrumentality of the
United States (other than Farmer Mac).
Pursuant to the Trust Agreement, periodic distributions will be made on
this Certificate no more frequently than at one month intervals on the 15th day
of a month or, if such 15th day is not a Business Day, the Business Day
immediately following (a "Distribution Date"), to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the Certificate Distribution Amount for such Distribution Date.
The Record Date applicable to each Distribution Date is the close of business of
the last day of the second month prior to the month in which such Distribution
Date shall occur.
Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto at the address appearing in the
Certificate Register, or upon written request by the Certificateholder, by wire
transfer (in the case of any Holder of Certificates entitled to such form of
payment as provided in the Trust Agreement) or by such other means of payment as
such Person and the Trustee shall agree. Except as otherwise provided in the
Trust Agreement, the final distribution on this Certificate will be made in the
applicable manner described above, after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office of the Trustee in Washington, District of Columbia.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Trust
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trustee.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under its official seal.
Dated: April 28, 2000
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION,
not in its individual
capacity but solely as
Trustee
[SEAL]
By _______________________
Nancy E. Corsiglia
Countersigned: Vice President
By ___________________________
Authorized Officer of
FEDERAL AGRICULTURAL
MORTGAGE CORPORATION,
not in its individual
capacity but solely as
Trustee
<PAGE>
This Certificate does not purport to summarize the Trust Agreement and
reference is made to the Trust Agreement for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Trustee.
The Trust Agreement permits the amendment thereof from time to time by
FMMSC, Farmer Mac and the Trustee without the consent of any Certificateholders
but provides that no such amendment shall terminate or modify in any manner
adverse to the Holder hereof the Farmer Mac Guarantee in respect hereof or
reduce in any manner the amount of, or delay the timing of, distributions in
respect hereof without the consent of the Holder hereof. In addition, no such
amendment, modification, waiver or consent shall adversely affect in any other
way the rights of the Holders of the Certificates.
As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Trustee in
Washington, District of Columbia, accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust Fund will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Trust Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
A service charge may be required by the Trustee for any such registration
of transfer or exchange. In addition, the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith other than a change to book-entry form.
Farmer Mac, the Trustee and the Certificate Registrar and any agent of
Farmer Mac, the Trustee or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and neither Farmer Mac, the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust Fund created thereby shall terminate upon payment to the
Certificateholders of all amounts required to be distributed thereon in
accordance with the Trust Agreement.
<PAGE>
FARMER MAC GUARANTEE
The undersigned pursuant to Title VIII of the Farm Credit Act of 1971, as
amended, hereby guarantees to the registered Holder hereof the timely payment of
all amounts distributable hereon as more fully set forth in the Trust Agreement
referred to herein.
Federal Agricultural Mortgage Corporation
By _________________________________
Nancy E. Corsiglia
Attest Vice President - Treasurer
______________________
Jerome G. Oslick
Vice President - General Counsel
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
Dated:
__________________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to______________________________________________________________
_______________________________________________________________________________,
for the account of _____________________________________________,
account number _______________, or, if mailed by check, to _____________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________
________________________________________________________________________________
This information is provided by ___________________________, the assignee
named above, or ___________________________________, as its agent.
<PAGE>
SCHEDULE I
(Guaranteed Portion Schedule )
<PAGE>
<TABLE>
<CAPTION>
Guaranteed
Portion
Principal Interest Prepayment Interest
Loan Balance as of Amoritization Maturity Payment Only Penalty Rate
Type 3/31/00 Type Date Frequency Period Type Index
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
B&I $ 641,072.60 20 yr - Regular 06/30/18 Monthly No 5,4,3,2,1 Prime
B&I 313,459.43 20 yr - Regular 01/01/19 Monthly No N/A 5yr CMT
B&I 283,634.92 7 mo I/0, 15 yr Regular 08/06/13 Monthly Yes 5,4,3,2,1 Prime
B&I 491,209.05 14 yr - Regular 06/01/13 Monthly No 5,4,3,2,1 Prime
B&I 1,820,800.00 6 mo I/O - 14 yr Regular 04/30/14 Monthly Yes 1,1,1,1,1 Prime
B&I 1,204,645.57 10 yr - Regular 04/30/09 Monthly No N/A Prime
B&I 1,410,418.34 15 yr - Regular 06/05/14 Monthly No 5,4,3,2,1,1,1 Prime
B&I 1,857,793.76 22 yr - Regular 05/01/21 Monthly No 5,4,3,2,1 Prime
B&I 305,736.16 24 yr - Regular 06/11/23 Monthly No 5,4,3,2,1 Prime
B&I 2,139,094.46 9.25 yr -Regular 10/01/08 Monthly No 5,4,3,2,1,0 Prime
B&I 1,558,418.95 1yr I/O - 15 yr Regular 06/26/13 Monthly Yes 3,2,1,0 Prime
B&I 1,103,865.70 15 yr - Regular 06/15/14 Monthly No 5,4,3,2,1 Prime
B&I 2,612,755.95 20 yr - Regular 05/05/19 Monthly No 5,4,3,2,1,0 Farmer Mac COFI
B&I 1,639,732.52 24 yr - Regular 06/11/23 Monthly No 5,4,3,2,1 Prime
B&I 2,236,474.41 30 yr - Regular 10/15/26 Monthly No N/A Farmer Mac 5 yr COFI
B&I 1,840,000.00 1yr I/O - 26 yr Regular 07/21/26 Monthly Yes 5,4,3,2,1,0 Prime
B&I 3,386,704.53 25 yr - Regular 02/02/24 Monthly No 5,4,3,2,1,0 Prime
B&I 197,130.90 20 yr - Regular 04/23/19 Monthly No N/A Prime
B&I 1,244,293.86 7 yr - Regular 10/01/06 Monthly No 10,9,8,7,6,5,4,3,2,1 Prime
B&I 2,693,122.26 20 yr - Regular 10/01/19 Monthly No 10,9,8,7,6,5,4 Prime
B&I 972,423.57 10 yr - Regular 09/16/09 Monthly No 5,4,3,2,1,0 Prime
B&I 1,742,318.98 15 yr - Regular 01/01/14 Monthly No 5,4,3,2,1 Prime
B&I 269,069.30 5 yr - Regular 08/01/04 Monthly No N/A Prime
B&I 80,772.76 25 yr - Regular 07/30/23 Monthly No N/A Prime
B&I 3,171,933.68 30 yr - Regular 04/05/29 Monthly No N/A Prime
B&I 2,338,769.55 11.75 yr - Regular 06/29/11 Monthly No 5,4,3,2,1 Prime
B&I 879,773.86 12 yr - Regular 12/01/11 Monthly No 5,4,3,2,1 Prime
B&I 1,407,419.70 25 yr - Regular 09/10/24 Monthly No 5,4,3,2,1 Prime
B&I 285,720.22 13 mo I/O - Regular 05/10/18 Monthly Yes 5,4,3,2,1 Prime
B&I 3,953,111.13 15 yr Regular 11/01/14 Monthly No 5,4,3,2,1 (12/1/99) Prime
B&I 6,993,861.92 20 yr - Regular 12/14/19 Monthly No 10,9,8,7,6,5,4,3,2,1 Prime
B&I 1,933,459.50 9 mo I/O - 20 yr Regular 01/19/20 Monthly Yes 2% for 10, 1% for 10 Prime
B&I 2,211,978.33 12 mo I/O - 20 yr Regular 10/01/19 Monthly Yes 4,3,2 Prime
B&I 1,181,584.26 15 yr Regular 06/06/12 Monthly No 5,4,3,2,1 Prime
B&I 3,830,143.12 3 mo I/O - 25 yr [Regular] 11/30/24 Monthly Yes 5,4,3,2,1 Prime
B&I 608,911.10 30 yr - Regular 12/22/29 Monthly No 5,4,3,2,1 Prime
B&I 840,937.49 10 yr - Regular 09/27/09 Monthly No 7,6,5,4,3,2,1 Prime
B&I 2,368,403.57 15 yr - Regular 10/20/14 Monthly No N/A Farmer Mac 5 yr COFI
FSA 290,586.05 7 yr balloon 03/01/06 Monthly Yes 3,3,3,3,3 Prime
FSA 367,792.74 7 yr balloon - 15 yr Regular 12/15/05 Annually No N/A Fixed
FSA 605,914.47 10 yr - Regular 07/08/09 Monthly No 3,2,1,0 Prime
FSA 61,782.59 7 yr- Regular 08/28/06 Monthly No N/A Fixed
FSA 249,363.55 24 yr - Regular 01/01/21 Annually No N/A Farmer Mac 3 mo COFI
FSA 456,872.35 40 yr - Regular 03/25/39 Annually No N/A Prime
FSA 177,354.51 29 5/12 yr - Reg 12/15/28 Annually No N/A Prime
FSA 153,027.69 28 11/12 yr - Reg 12/01/23 Annually No N/A Prime
FSA 374,191.46 25 yr - Regular 06/25/24 Monthly No N/A Prime
FSA 630,000.00 20 yr - Regular 09/17/19 Annually No N/A Prime
FSA 116,100.00 25 yr - Regular 04/01/24 Annually No N/A Prime
FSA 207,212.40 25 yr - Regular 04/01/24 Annually No N/A Prime
FSA 553,501.97 20 yr - Regular 11/10/19 Monthly No N/A Prime
FSA 88,740.00 10 yr am / 7 yr Bal 10/26/06 Annually No N/A Prime
FSA 220,500.00 40 yr - Regular 10/26/39 Annually No N/A Prime
FSA 187,575.65 10 yr am / 7 yr Bal 11/17/06 Monthly No N/A Prime
</TABLE>
<TABLE>
<CAPTION>
Gross Net
Interest Interest Interest Interest Interest
Rate Rate as of Rate as of Rate Rate Accrual Accrual
Margin 3/31/00 3/31/00 (1) Floor Cap Method Basis
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1.0000 9.50000% 9.50000% 9.5000% 12.5000% Simple 30/360
4.0000 8.50000% 8.00000% N/A N/A Simple 30/360
1.0000 9.50000% 9.50000% N/A N/A Simple Actual/360
1.0000 9.50000% 9.50000% N/A N/A Simple Actual/360
0.2500 8.75000% 8.50000% N/A N/A Simple 365/360
1.5000 10.00000% 9.75000% N/A N/A Simple Actual/365
1.5000 10.00000% 9.50000% N/A N/A Simple Actual/365
1.0000 9.50000% 8.25000% N/A N/A Simple 30/360
1.5000 10.00000% 8.00000% N/A N/A Simple 30/360
2.0000 10.50000% 8.50000% N/A N/A Simple 30/360
1.2500 9.75000% 7.75000% N/A N/A Simple 30/360
1.7500 10.25000% 6.50000% 9.5000% 14.5000% Simple Actual/360
2.0000 8.60000% 8.60000% N/A N/A Simple 365/365-366/366
1.5000 10.00000% 8.00000% N/A N/A Simple 30/360
2.0000 9.45000% 8.95000% N/A N/A Simple 365/365-366/366
1.0000 9.50000% 9.00000% 7.5000% 13.0000% Simple Actual/360
1.0000 9.50000% 8.50000% N/A N/A Simple Actual/360
1.0000 9.50000% 6.43750% N/A N/A Simple Actual/365-366/366
1.0000 9.50000% 9.50000% 9.2500% 13.2500% Simple Actual/360
1.0000 9.50000% 9.50000% 9.2500% 13.2500% Simple Actual/360
2.2500 10.75000% 10.25000% N/A N/A Simple Actual/365
1.0000 9.50000% 9.50000% 9.2500% 9.2500% Simple Actual/360
1.5000 10.00000% 6.62500% N/A N/A Simple Actual/365-366/366
1.0000 9.50000% 6.50000% N/A N/A Simple Actual/365-366/366
- 8.50000% 8.50000% N/A N/A Simple 365/360
2.0000 10.50000% 10.25000% N/A N/A Simple Actual/360
1.0000 9.50000% 9.00000% N/A N/A Simple Actual/360
2.0000 10.50000% 8.50000% N/A N/A Simple Actual/360
1.5000 10.00000% 9.50000% 5.0000% 15.0000% Simple Actual/365-366/366
- 8.00000% 7.75000% N/A N/A Simple Actual/360
1.0000 9.50000% 9.50000% 9.5000% 13.5000% Simple Actual/360
1.0000 9.50000% 9.50000% N/A N/A Simple Actual/365
0.7500 9.25000% 8.75000% N/A N/A Simple Actual/365
1.2500 9.75000% 7.75000% N/A N/A Simple Actual/360
1.5000 10.00000% 9.50000% N/A N/A Simple Actual/365
1.7500 10.25000% 9.00000% N/A N/A Simple 30/360
1.7500 10.25000% 9.75000% N/A N/A Simple Actual/360
0.0090 8.50000% 8.25000% N/A N/A Simple 30/360
0.7500 9.25000% 8.25000% 7.0000% 13.5000% Simple Actual/365
Fixed 9.75000% 9.25000% N/A N/A Simple Actual/365
1.0000 9.75000% 9.25000% N/A N/A Simple Actual/365
Fixed 8.25000% 7.75000% N/A N/A Simple Actual/360
1.8500 8.75000% 8.25000% N/A N/A Simple Actual/365
1.0000 8.75000% 8.25000% N/A N/A Simple Actual/365
0.7500 8.50000% 8.00000% N/A N/A Simple Actual/365
1.2500 9.75000% 9.25000% 3.0000% 21.0000% Simple Actual/365
0.5000 8.25000% 7.75000% N/A N/A Simple Actual/365
1.5000 10.00000% 9.75000% N/A N/A Simple Actual/360
1.5000 9.25000% 8.75000% N/A N/A Simple Actual/360
1.5000 9.25000% 8.75000% N/A N/A Simple Actual/360
2.0000 10.50000% 10.00000% N/A N/A Simple Actual/360
0.5000 9.00000% 8.75000% N/A N/A Simple Actual/365
0.5000 9.00000% 8.75000% N/A N/A Simple Actual/365
1.0000 9.75000% 9.75000% N/A N/A Simple Actual/365
(1) Gross Interest, reduced by the applicable Servicer Fee.
</TABLE>
