FEDERAL AGRICULTURAL MORTGAGE CORPORATION CFC ADVANTAGE, LLC NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
EXHIBIT
10.23
EXECUTION
COPY
FEDERAL
AGRICULTURAL
MORTGAGE
CORPORATION
CFC
ADVANTAGE, LLC
NATIONAL
RURAL UTILITIES
COOPERATIVE
FINANCE CORPORATION
REGISTRATION
RIGHTS AGREEMENT SERIES 2007-1
Dated
as of February 15, 2007
TABLE OF
CONTENTS
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ARTICLE
I
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DEFINITIONS
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Section
1.01.
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Definitions.
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1
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ARTICLE
II
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REGISTRATION
AND SALE
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Section
2.01.
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Registration
Request.
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1
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Section
2.02.
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Registration.
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1
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Section
2.03.
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Expenses.
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2
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Section
2.04.
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Conditions.
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2
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Section
2.05.
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Rating.
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3
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Section
2.06.
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Blackout
Periods.
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3
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ARTICLE
III
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MISCELLANEOUS
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Section
3.01.
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GOVERNING
LAW.
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3
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Section
3.02.
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WAIVER
OF JURY TRIAL.
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3
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Section
3.03.
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Notices.
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3
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Section
3.04.
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Benefit
of Agreement.
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3
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Section
3.05.
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Amendments
and Waivers.
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4
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Section
3.06.
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Counterparts.
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4
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Section
3.07.
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Severability.
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4
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i
REGISTRATION
RIGHTS AGREEMENT, dated as of February 15, 2007 between FEDERAL AGRICULTURAL
MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States
and an institution of the Farm Credit System (“Xxxxxx
Mac”), CFC ADVANTAGE, LLC, a limited liability company existing
under the laws of the State of Delaware (the “Depositor”), and
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative
association existing under the laws of the District of Columbia (“CFC”).
RECITALS
WHEREAS,
the Depositor wishes to cause Series 2007-1 Rural Utilities Trust, a grantor
trust (the “Issuer”) to deliver
the Certificates, and Xxxxxx Mac wishes to purchase such Certificates, all on
the terms and subject to the conditions set forth in the Certificate Purchase
Agreement dated as of the date hereof by and among Xxxxxx Mac, the Depositor and
CFC (the “Certificate
Purchase Agreement”); and
WHEREAS,
Xxxxxx Mac wishes to have the right to resell the Class A Certificates from time
to time, including in a public offering registered under the Securities Act of
1933 (the “Act”);
NOW,
THEREFORE, Xxxxxx Mac, the Depositor and CFC agree as follows:
ARTICLE
I
Definitions
SECTION
1.01. Definitions. Capitalized
terms used herein and not defined herein shall have the meanings given to those
terms in the Certificate Purchase Agreement.
ARTICLE
II
Registration and
Sale
SECTION
2.01. Registration
Request. Under
the conditions described herein, Xxxxxx Mac may request the Depositor (such
request, a “Registration
Request”) to effect the registration under the Act of the issuance of
Exchange Certificates (as defined below) in an amount set forth in the
Registration Request and to deliver such Exchange Certificates to Xxxxxx Mac in
exchange for an equal amount of the Certificates (the “Sale Certificates”),
and the sale by Xxxxxx Mac of the Exchange Certificates.
SECTION
2.02. Registration.
(a) Upon
receipt of a Registration Request, the Depositor shall be obligated to file a
registration statement under the Act for the registration (the “Registration”) of
such principal amount of Exchange Certificates (as defined below) as set forth
in the Registration Request, registering the exchange by the Depositor with
Xxxxxx Mac of the Exchange Certificates for the Sale Certificates and the sale
of the Exchange Certificates by Xxxxxx Mac. The Depositor shall use
its reasonable best efforts to cause such registration statement to become
effective within 180 days of receipt of the Registration Request.
(b) As
used herein, “Exchange
Certificates” shall mean the Certificates delivered by the Issuer under
the Master Agreement and the Issue Supplement having terms identical to the Sale
Certificates except that they will be without the transfer restrictions set
forth in Section 3.03(c) of the Master Agreement (other than the transfer
restrictions set forth in the last paragraph of Section 3.03 of the Master
Agreement), will be payable to the registered holder, available in denominations
of $1,000 and integral multiples thereof and, to the extent the Master Agreement
and Issue Supplement are required to be qualified under the Trust Indenture Act,
will contain any terms required in order for the Master Agreement as
supplemented by the Issue Supplement to be so qualified.
(c) Periods of
Effectiveness. The Depositor agrees to keep the Registration
Statement effective, and to update as necessary (including by incorporation by
reference) any prospectus included in the Registration Statement, until the
later of the completion of the distribution of the Exchange Certificates and 45
days after the Registration Statement has become effective. The
45-day period provided in the preceding sentence, and the 180-day period
provided in Section 2.02(a), shall be suspended during any Blackout Period as
defined in Section 2.06 hereof.
SECTION
2.03. Expenses. Xxxxxx
Mac shall be responsible for the following expenses in connection with the
Registration: the SEC filing fee for the Registration Statement; the
fees and expenses of its counsel, if any; the costs of having the Exchange
Certificates rated; the underwriting commissions and discounts of its
underwriters for the sale of the Exchange Certificates, if any; the reasonable
fees and expenses of the Depositor’s and CFC’s counsel, if any; the reasonable
fees and expenses of the Depositor’s and CFC’s auditors, if any; and the
printing costs of the prospectus, if any.
SECTION
2.04. Conditions. The
right of Xxxxxx Mac to make a Registration Request shall be subject to the
following conditions:
(a) Xxxxxx
Mac can issue no more than one Registration Request with respect to the
Certificates;
(b) Xxxxxx
Mac shall provide all information (such as the plan of distribution) reasonably
required by the Depositor to be included in the registration statement that
relates to Xxxxxx Mac’s sale of the Exchange Certificates;
(c) If
the sale of the Exchange Certificates by Xxxxxx Mac is proposed to be by
underwriters, then the firm or firms acting as underwriters for the offering
will be subject to reasonable approval by CFC; and
(d) The
Issuer is not required to be registered under the Investment Company Act of
1940, as amended (the “Investment Company
Act”) as a result of the issuance of the Registration Request or the sale
by Xxxxxx Mac of Exchange Certificates pursuant to a Registration
Statement.
2
SECTION
2.05. Rating. If,
in connection with the Registration Request and the sale of the Exchange
Certificates by Xxxxxx Mac, Xxxxxx Mac requests that some or all of the Exchange
Certificates be rated by one or more rating agencies, then, to the extent, if
any, that such rating by any rating agency is conditioned upon the furnishing of
documents or information or the taking of reasonable actions by the Depositor or
CFC, each shall furnish such documents or information and take such reasonable
actions; provided, that,
without limiting the generality of the foregoing, for purposes of this Section
2.05, “reasonable action” shall not include any change in the structure of the
transactions contemplated by the Certificate Documents, any material change in
the servicing obligations of the Master Servicer or any requirement to obtain
credit enhancement in respect of the Exchange Certificates.
SECTION
2.06. Blackout
Periods. The
Depositor shall have no obligation to cause the Registration Statement to become
or to remain effective, and Xxxxxx Mac agrees that it will not sell any Exchange
Certificates, during any period or periods (which may not exceed 45 continuous
days or 90 days in any calendar year) during which CFC has reasonably determined
that it is not appropriate for Rural Utilities MBS Program Certificates to be
sold pursuant to a Registration Statement; provided that CFC
shall not during any such period be selling for its own account any debt
securities registered under the Act (each such period, a “Blackout
Period”).
ARTICLE
III
Miscellaneous
SECTION
3.01. GOVERNING
LAW. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE.
SECTION
3.02. WAIVER OF JURY
TRIAL. EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.02.
SECTION
3.03. Notices. All
notices and other communications hereunder to be made to any party shall be in
writing and shall be addressed as specified in Schedule I attached hereto as
appropriate. The address, telephone number or facsimile number for
any party may be changed at any time and from time to time upon written notice
given by such changing party to the other parties hereto. A properly
addressed notice or other communication shall be deemed to have been delivered
at the time it is sent by facsimile (fax) transmission to the party or parties
to which it is given.
SECTION
3.04. Benefit of
Agreement. This
Agreement shall become effective when it shall have been executed by Xxxxxx Mac,
the Depositor and CFC, and thereafter shall be binding upon and inure to the
respective benefit of the parties and their permitted successors and
assigns.
3
SECTION
3.05. Amendments and
Waivers.
(a) No
provision of this Agreement may be amended or modified except pursuant to an
agreement in writing entered into by Xxxxxx Mac, the Depositor and
CFC. No provision of this Agreement may be waived except in writing
by the party or parties receiving the benefit of and under such
provision.
(b) No
failure or delay of Xxxxxx Mac, the Depositor or CFC in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power. No waiver of any provision of this Agreement or consent to any
departure by Xxxxxx Mac, the Depositor or CFC therefrom shall in any event be
effective unless the same shall be authorized as provided in paragraph (a) of
this Section 3.05, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice
or demand on Xxxxxx Mac, the Depositor or CFC in any case shall entitle such
party to any other or further notice or demand in similar or other
circumstances.
SECTION
3.06. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument.
SECTION
3.07. Severability. If
any term or provision of this Agreement or any Certificate Document or the
application thereof to any circumstance shall in any jurisdiction and to any
extent, be invalid or unenforceable, such term or such provision shall be
ineffective as to such jurisdiction to the extent of such invalidity or
enforceability without invalidating or rendering unenforceable any remaining
terms or provisions of such Certificate Document or the application of such term
or provision to circumstances other than those as to which it is held invalid or
unenforceable.
4
IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, all as of the day and year first above
written.
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FEDERAL
AGRICULTURAL
MORTGAGE
CORPORATION
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By
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Name:
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Title:
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CFC
ADVANTAGE, LLC
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By
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Name:
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Title:
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NATIONAL
RURAL UTILITIES
COOPERATIVE
FINANCE CORPORATION
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By
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Name:
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Title:
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[Signature
Page to Series 2007-1 Registration Rights Agreement]
SCHEDULE
I
Addresses for
Notices
The
addresses referred to in Section 3.03 hereof, for purposes of delivering
communications and notices, are as follows:
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If
to Xxxxxx Mac:
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0000
00xx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx,
XX 00000
Fax:
000-000-0000
Attention
of: Xxxxx X. Xxxxxxxxx, Chief Financial Officer
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With
a copy to:
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0000
00xx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx,
XX 00000
Fax:
000-000-0000
Attention
of: Xxxxxx X. Xxxxxx, Vice President - General
Counsel
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If
to CFC:
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National
Rural Utilities Cooperative Finance Corporation
0000
Xxxxxxxxxxx Xxx
Xxxxxxx,
XX 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention
of: Xxxxxx X. Xxxxx, Chief Financial Officer
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With
a copy to:
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National
Rural Utilities Cooperative Finance Corporation
0000
Xxxxxxxxxxx Xxx
Xxxxxxx,
XX 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention
of: Xxxx X. List, Esq., General Counsel
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If
to Depositor:
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CFC
Advantage, LLC
0000
Xxxxxxxxxxx Xxx
Xxxxxxx,
XX 00000-0000
Telephone: 000-000-0000
Fax: 000-000-0000
Attention
of: Xxxx X. List
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