AGREEMENT TO PURCHASE PARTICIPATION (Temporary Credit and Liquidity Facility Program)
Exhibit 99.5
AGREEMENT TO PURCHASE PARTICIPATION
(Temporary Credit and Liquidity Facility Program)
THIS AGREEMENT TO PURCHASE PARTICIPATION (“Participation Agreement”) is dated as of December
4, 2009, and is by and among U.S. DEPARTMENT OF THE TREASURY (“Treasury”), XXXXXX XXX (“Xxxxxx
Xxx”) and FEDERAL HOME LOAN MORTGAGE CORPORATION (“Xxxxxxx Mac”) (together, the “GSEs”).
The meaning of capitalized terms not otherwise defined can be determined by reference to
Section 1.1 of this Purchase.
RECITALS
A. The disruptions in housing markets, housing finance and capital markets over the past
several years have constricted the general availability of credit to many different credit markets,
particularly those related to housing;
B. The United States Congress, in enacting the Housing and Economic Recovery Act of 2008, the
Emergency and Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of
2009 and other legislation provided Treasury and other agencies of government with the authority,
funding, and direction to undertake credit support programs, with many of these programs directed
specifically at supporting housing markets and housing finance;
C. State and local housing finance agencies (“HFAs”) have a core mission of providing (i)
affordable mortgage financing for low and moderate income households, especially first-time
homebuyers, and (ii) financing for affordable multifamily rental properties;
D. The National Council of State Housing Finance Agencies and the National Association of
Local Housing Finance Agencies requested assistance from Treasury to meet their funding needs to
continue support of their affordable housing mission during this period of disruption in housing
finance and that request has been supported by market developments;
E. Treasury, Federal Housing Finance Agency (“FHFA”), Xxxxxx Xxx and Xxxxxxx Mac entered into
a Memorandum of Understanding, dated October 19, 2009, that sets forth the mutual understandings
and intentions of the parties with respect to the proposal for Treasury to purchase certain GSE
obligations and other securities pursuant to Section 304(g) of the Federal National Mortgage
Association Charter Act and Section 306(l) of the Federal Home Loan Mortgage Corporation Act;
F. Treasury requested FHFA and the GSEs to help Treasury to design and implement certain
programs to facilitate financing for the HFAs to serve homebuyers and low and moderate income
renters, including the Temporary Credit and Liquidity Facility Program (as defined in this
Participation Agreement) contemplated in this Participation Agreement;
G. The HFA described in the Participation Certificate issued pursuant to this Participation
Agreement (“HFA”) has issued the bonds described in Exhibit I attached to the Participation
Certificate (“Bonds”);
H. The HFA has requested the GSEs to issue their Standby Irrevocable Temporary Credit
Enhancement and Liquidity Facility providing credit enhancement and liquidity support for the Bonds
(“Temporary Credit and Liquidity Facility”);
I. On the terms and subject to the conditions set forth in this Participation Agreement,
Treasury desires to purchase from the GSEs and each of the GSEs separately desires to sell to
Treasury, a Participation interest in the GSE’s portion of the Temporary Credit and Liquidity
Facility; and
J. Each GSE and Treasury desire to set forth the terms and conditions under which Treasury
purchases and the GSEs sell, the Participations.
In consideration of these premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as
follows:
ARTICLE I.
DEFINITIONS
DEFINITIONS
SECTION 1.1 Definitions. Capitalized terms used in this Participation Agreement (including
in the exhibits to this Participation Agreement) shall have the meanings given to those terms in
this Section 1.1 unless the context clearly requires a different meaning.
“Advances” means amounts drawn on the Temporary Credit and Liquidity Facility as Credit
Advances or as Liquidity Advances.
“Amount Available” means the aggregate amount available to be drawn under the Temporary Credit
and Liquidity Facility as Advances from time to time. The maximum Amount Available, as of the
Effective Date, is set out in the Participation Certificate.
“Bank Bonds” means any of the Bonds that are tendered for purchase by a bondholder and are the
subject of a Liquidity Advance under the Temporary Credit and Liquidity Facility and have not yet
been remarketed to a new bondholder.
“Bond Default” means the occurrence of a default that may give rise to an acceleration of some
or all of the Bonds, or any event that may give rise to a mandatory or special redemption or tender
of some or all of the Bonds, under any Transaction Document.
“Bond Documents” means the Bonds, the Indenture and all other documents, instruments and
agreements executed and delivered in connection with the issuance, sale, delivery and/or
remarketing of such Bonds, as each such agreement or instrument may be amended, supplemented or
restated from time to time. If there is more than one issue and series
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of Bonds described in the Participation Certificate, the Bond Documents means such documents as are
related to any one or more of such issues or series.
“Business Day” means any day other than: |
(a) a Saturday or a Sunday;
(b) any day on which banking institutions located in the City of New York, New York are
required or authorized by law or executive order to close;
(c) any day on which banking institutions located in the city or cities in which the
principal office of the bond trustee is located are required or authorized by law or
executive order to close;
(d) a day on which the New York Stock Exchange is closed or on which banking
institutions located in the city in which the Remarketing Agent is located are required or
authorized by law or executive order to close; or
(e) any day on which either of the GSEs is closed.
“Credit Advance” means a “Credit Enhancement Advance” as such term defined in the Temporary
Credit and Liquidity Facility to pay debt service due on the Bonds for which there are insufficient
funds available under the related indenture.
“Credit Facility Documents” means the Reimbursement Agreement, the Temporary Credit and
Liquidity Facility and those other documents required by the GSEs that evidence and secure the
Temporary Credit and Liquidity Facility.
“Crossover Date” means the first date on which “Program Losses” equal or exceed 25/35ths of
the “First Loss Limit” as those terms are defined and used in the Uniform Loss Sharing Attachment.
“Decision Control” means the right of Treasury, on the one hand, or the GSEs, on the other
hand, to decide upon a course of action with respect to a default that gives rise to an
acceleration of the Bonds or the exercise by the GSEs of remedies available to them under the
Reimbursement Agreement or any of the other related Transaction Documents.
“Effective Date” means the date the Participation Certificate is executed and delivered. |
“Expiration Date” means the date the Temporary Credit and Liquidity Facility expires by its
terms with respect to a series of Bonds. The scheduled Expiration Date relative to each series of
Bonds is set out in the Participation Certificate.
“Facility Fee” means the Facility Fee payable by the HFA to the GSEs pursuant to the
Reimbursement Agreement.
“First Loss Limit” has the meaning given to that term in the Uniform Loss Sharing Attachment.
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“Funding Notice” means a written notice, in the form of the attached Exhibit B, given by a GSE
or the Program Administrator on behalf of the GSEs to Treasury’s Financial Agent requesting the
funding of Treasury’s participation in an Advance made under the Temporary Credit and Liquidity
Facility.
“Funding Payment” means the amount payable by Treasury to a GSE pursuant to Section 3.2 on
account of an Advance.
“GSE Rights” means all right, title and interest of the GSEs in and to: |
(a) the Transaction Documents;
(b) all the real and personal property securing the obligations of the HFA under any of
the Transaction Documents; and
(c) all proceeds, products, substitutions, additions and replacements of any collateral
now or hereafter mortgaged, assigned or pledged under any of the Transaction Documents, in
all cases whether now existing or arising in the future.
“GSE Security” means a security backed by one or more Bank Bonds issued by a Trust and
purchased by Treasury under the terms of this Participation Agreement.
“Liquidity Advance” means an advance under a Temporary Credit and Liquidity Facility to pay
for bond purchase tenders relating to the Bonds, which shall include, without limitation, both a
“Liquidity Advance” and a “Mandatory Tender Advance” as such terms are defined in the Temporary
Credit and Liquidity Facility.
“Loss Calculation Date” has the meaning given to that term in the Uniform Loss Sharing
Attachment.
“New Issue Bond Program” has the meaning given to that term in the Uniform Loss Sharing
Attachment.
“New Issue Bond Program Agreement” means an agreement relating to or entered into under the
New Issue Bond Program.
“Partial Guarantee” has the meaning given to that term in the Uniform Loss Sharing Attachment.
“Participation” means a participation in the Temporary Credit and Liquidity Facility purchased
by Treasury pursuant to this Participation Agreement.
“Participation Amount” means the product of the Amount Available on the date of issuance of
the Temporary Credit and Liquidity Facility and the Participation Percentage.
“Participation Certificate” means a certificate evidencing the participation interests
purchased by Treasury pursuant to this Participation Agreement and issued by the GSEs to
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Treasury, and acknowledged by Treasury, which shall be in substantially the form of Exhibit C
hereto.
“Participation Fee” means the Participation Fee payable to Treasury pursuant to Section 2.4 of
this Participation Agreement.
“Participation Fee Rate” means the rate per annum set out in the Participation Certificates.
“Participation Percentage” means the percentage interest of Treasury in the Temporary Credit
and Liquidity Facility which is 100% as specified in the Participation Certificate.
“Party” and “Parties” means any party to this Participation Agreement. |
“Program Administrator” means U. S. Bank National Association or such other party as the GSEs
may appoint from time to time as custodian, collection agent, paying agent and administrator for
the Temporary Credit and Liquidity Facility Program.
“Program Bonds” has the meaning given to that term in the Uniform Loss Sharing Attachment.
“Program Losses” has the meaning given to that term in the Uniform Loss Sharing Attachment.
“Participation Agreement” means this Agreement to Purchase Participation, including, without
limitation, the Exhibits to this Participation Agreement, as it may be amended, restated or
otherwise modified from time to time in writing by the Parties.
“Recovery” has the meaning given to that term in the Uniform Loss Sharing Attachment. |
“Reimbursement Agreement” means the Reimbursement Agreement among the GSEs, the HFA and the
bond trustee with respect to the Temporary Credit and Liquidity Facility, as it may be amended,
restated or otherwise modified from time to time in writing in accordance with its terms.
“Stated Amount” means, with respect to each GSE separately, the stated amount of such
Temporary Credit and Liquidity Facility on the Effective Date as specified in the Participation
Certificate.
“Temporary Credit and Liquidity Facility” has the meaning given to such term in the Recitals,
together with any amendments, restatements or modifications thereto.
“Temporary Credit and Liquidity Facility Program” means the Program of the GSEs’ and Treasury
providing temporary credit and liquidity for certain variable rate demand obligations of housing
finance agencies, of which this Participation Agreement and the related Temporary Credit and
Liquidity Facility are a part.
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“Transaction Documents” means the Bond Documents and the Credit Facility Documents.
“Treasury’s Financial Agent” means JPMorgan Chase or such other party as Treasury may appoint
from time to time by notice to the GSEs and the Program Administrator as its financial agent.
“Trust” means a trust established by a GSE which issues a GSE Security backed by one or more
Bank Bonds and a Partial Guarantee.
“Uniform Loss Sharing Attachment” means the Uniform Loss Sharing Attachment set forth in
Exhibit A attached to this Participation Agreement.
ARTICLE II.
PURCHASE OF PARTICIPATION IN CREDIT FACILITY
PURCHASE OF PARTICIPATION IN CREDIT FACILITY
SECTION 2.1 Agreement to Purchase; Agreement to Sell. Treasury agrees to purchase from
each of Xxxxxx Xxx and Xxxxxxx Mac and each of Xxxxxx Mae and Xxxxxxx Mac agrees, for and on behalf
of itself only, to sell a participation in such GSE’s portion of the Temporary Credit and Liquidity
Facility (each a “Participation”) as follows:
(a) Description of Participations. The obligations of Xxxxxx Mae and Xxxxxxx Mac under the
Temporary Credit and Liquidity Facility are several and not joint. Each GSE is severally liable to
the bond trustee for 50 percent, on a pro rata basis, of each Credit Advance and each Liquidity
Advance requested by the bond trustee. The participation purchased by Treasury under this
Participation Agreement from Xxxxxx Mae is a participation in Xxxxxx Mae’s portion of the Temporary
Credit and Liquidity Facility. The participation purchased by Treasury under this Participation
Agreement from Xxxxxxx Mac is a participation in Xxxxxxx Mac’s portion of the Temporary Credit and
Liquidity Facility.
(b) Participation Percentages. Xxxxxx Mae’s portion of each Credit Advance or Liquidity
Advance is 50% and Xxxxxxx Mac’s portion of each Credit Advance or Liquidity Advance is 50% as set
forth in the Participation Certificate.
(c) Participation Certificate. The purchase of the Participations shall be evidenced by this
Participation Agreement and the Participation Certificate. Treasury’s purchase of the
Participations takes effect fully upon the execution of the Participation Certificate.
(d) Advances. Treasury’s purchase of Participations includes the purchase of a participation
in each Credit Advance and each Liquidity Advance arising from time to time under the Temporary
Credit and Liquidity Facility. Treasury’s participation shall attach immediately upon a GSE making
its portion of the related Advance.
(e) General Matters. The Participations include an interest in the GSE Rights of Xxxxxx Mae
and Xxxxxxx Mac, including, without limitation, the rights of the GSE to be reimbursed by the HFA
on account of such Advances, the right to be paid interest, fees (but the
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Participation Fee shall be payable in the amount set out in Section 2.4) and other amounts payable
by the HFA from time to time on account of such Advances and all remedies and other rights securing
the HFA’s obligations to make such payments.
SECTION 2.2 Nature of Purchases. Treasury and each GSE, for and on behalf of itself only,
intend and agree that:
(a) the transactions contemplated by this Participation Agreement are, subject to the terms of
this Participation Agreement, purchases and sales of interests in the Temporary Credit and
Liquidity Facility;
(b) such purchases and sales shall not constitute a loan by Treasury to either or both of the
GSEs; and
(c) such purchases and sales shall not result in the creation of any joint venture
relationship between the GSEs and Treasury or between the GSEs.
With the Participations, Treasury shall have purchased a corresponding interest in all rights,
pledges, security interests and guaranties now or hereafter granted to the GSEs with respect to the
Temporary Credit and Liquidity Facility under the Transaction Documents.
SECTION 2.3 Delivery of Participation Certificate. Treasury will receive original
counterparts of this Participation Agreement and the Participation Certificate executed by the GSEs
as evidence of Treasury’s purchase of the Participations, and Treasury will execute and deliver
original executed counterparts of this Participation Agreement and the Participation Certificate.
SECTION 2.4 Participation Fee. Each GSE shall be obliged to pay to Treasury, on a several
and not on a joint basis, the Participation Fee from and including the Effective Date to and
including the Expiration Date. The Participation Fee shall be paid solely from the proceeds of the
Facility Fee received from time to time by such GSE from the HFA and shall not be a direct recourse
obligation of either GSE to pay from any other resources of such GSE. The Participation Fee shall
be payable by each GSE at the Participation Fee Rate per annum on the daily average of the Amount
Available for which such GSE is obligated. The Participation Fee will be payable in arrears by each
GSE on the 25th day of the month, or if such day is not a Business Day, then on the next
following Business Day thereafter (the “Payment Date”), commencing on first such date after the
Effective Date and ending on the Payment Date next following the Expiration Date. The
Participation Fee shall be calculated on the basis of the actual number of days elapsed over a year
of 365 or 366 day, as applicable.
SECTION 2.5 Facility Administration. Each GSE shall administer its obligations under its
portion of the Temporary Credit and Liquidity Facility with the same care, skill, prudence and
diligence with which such GSE administers similar credit and liquidity facilities for its own
account, giving due consideration to customary and usual standards of practice of prudent
institutional commercial lenders administering their own credit facilities, in each case acting in
accordance with applicable law, the terms of this Participation Agreement and the applicable
Transaction Documents.
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SECTION 2.6 Notices of Default. As soon as practicable, but in no event later than seven
Business Days following the day a GSE obtains actual knowledge of the occurrence of any Event of
Default under the Reimbursement Agreement, such GSE shall provide, or cause to be provided, written
notice to the other GSE and Treasury’s Financial Agent of such event.
SECTION 2.7 Decision Control. Treasury shall be entitled to exercise Decision Control so
long as the Crossover Date has not occurred and the GSEs shall be entitled to exercise Decision
Control on and after the Crossover Date. The identity of the party having Decision Control shall
not affect the obligations of Treasury under this or any other Participation Agreement or under any
New Issue Bond Program Agreement. Treasury agrees to consult with the GSEs, and the GSEs agree to
make recommendations to Treasury with respect to the issues for which Decision Control by Treasury
is to be exercised. Conversely, the GSEs agree to consult with Treasury, and Treasury agrees to
make recommendations to the GSEs with respect to the issues for which Decision Control by the GSEs
is to be exercised. Notwithstanding the foregoing, the party having Decision Control shall have the
unilateral right to make decisions regarding the exercise of bondholder rights in respect of the
Program Bonds.
SECTION 2.8 Savings Provision. Notwithstanding anything in this Participation Agreement to
the contrary, (i) no GSE shall have any duties or obligations except those expressly set forth in
this Participation Agreement and in the applicable Transaction Documents, and (ii) no GSE shall be
subject to any fiduciary or implied duties.
SECTION 2.9 Bank Bonds.
(a) Holding of Bank Bonds. The making of a Liquidity Advance results in the acquisition by
the GSEs of one or more Bank Bonds. The GSEs currently intend to instruct the Program Administrator
to hold all Bank Bonds in custody and issue custody receipts to each GSE representing such GSEs pro
rata portion of the Bank Bonds.
(b) Securitization of Bank Bonds. Each GSE will supplement the Participation Certificate by
delivering one or more GSE Securities to Treasury backed by one or more or all of any Bank Bonds
then outstanding upon the written request of Treasury. Treasury may not require the GSEs to
securitize Bank Bonds more than once in any calendar month. In responding to a request to
securitize Bank Bonds, the GSEs shall be allowed a period of not less than three weeks to effect
the securitization; provided, however, that neither GSE may be required to issue
its GSE Security on any day other than the last Business Day of a calendar month. In the absence
of a request by Treasury for a securitization of Bank Bonds, each GSE may, at such time or times as
it deems convenient, deliver one or more GSE Securities to Treasury backed by one or more or all of
any outstanding Bank Bonds.
(c) Allocations. Each GSE holding one or more Bank Bonds pursuant to this Section or issuing a
GSE Security backed by one or more Bank Bonds will be entitled to an allocation of the interest
payments received on the related Bank Bonds. The GSE’s allocation will be an amount (“Allocation
Amount”) equal to the rate, per annum, of the Facility Fee payable by the HFA to the GSE on Bonds
which are not Bank Bonds (less the Participation Fee payable to Treasury pursuant to Section 2.4)
multiplied by the outstanding and unpaid principal of the Bank Bonds for the number of days in the
period of such calculation over a year of 365 or 366 days, as
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applicable. Should the available amounts of interest received on a Bank Bond at any time be less
than the Allocation Amount payable to a GSE, the GSE may charge such shortfall to payments of the
Participation Fee payable to Treasury under this Participation Agreement, payments of interest
received on all other Bank Bonds, payments received on any of the Program Bonds under the New Issue
Bond Program and to any Recovery under the Temporary Credit and Liquidity Facility Program and the
New Issue Bond Program.
ARTICLE III.
PAYMENT OBLIGATIONS
PAYMENT OBLIGATIONS
SECTION 3.1 Duplicate Tender and Draw Notices for Treasury. The Transaction Documents
require the bond trustee to send to Treasury’s Financial Agent a copy of each notice it sends to
the GSEs with respect to any bondholder tender of Bonds, any remarketing of such Bonds and any
drawing on the GSEs of a Liquidity Advance or a Credit Advance. Such notices will enable Treasury
to receive advance warning that it may be required to make a Funding Payment under Section 3.2
should the tendered Bonds not be remarketed or a Credit Advance be required.
SECTION 3.2 Funding Notices. Each time a GSE is required to make a Credit Advance or a
Liquidity Advance, such GSE shall deliver or cause the Program Administrator to deliver a Funding
Notice to Treasury’s Financial Agent to request a Funding Payment from Treasury on account of such
Advance. Any Funding Notice may be jointly provided by or on behalf of the GSEs. Funding Notices
shall be delivered in accordance with Section 5.6 of this Participation Agreement. Treasury shall
make, or cause to be made, each Funding Payment in immediately available funds to the Program
Administrator for the account of the GSEs to such account as the Program Administrator shall
require. The Funding Payment shall be due and payable not later than 2:00 p.m. Eastern time on the
Business Day the GSEs are required to make the related Advance; provided, however, that if the
Funding Notice is not received by Treasury’s Financial Agent at or prior to 12:00 noon Eastern time
on such day, payment shall be made to the Program Administrator no later than 11:00 a.m. Eastern
time on the next following Business Day. The Funding Payment shall be in an amount equal to
Treasury’s Participation Percentage in the GSE’s Advance.
SECTION 3.3 Reduction of Amount or Withdrawal of Notice. If, after giving a Funding Notice
to Treasury pursuant to Section 3.2 but before receiving a Funding Payment, a GSE receives any
reimbursement or payment from any other source for the Advance, then the GSE shall promptly reduce
or withdraw, as applicable, the amount demanded in the Funding Notice or, if funds have been
received from Treasury with respect to such Funding Payment, the GSE shall return to Treasury’s
Financial Agent the applicable portion of such Funding Payment.
SECTION 3.4 Other Amounts Payable to GSEs. Each GSE (or the Program Administrator on
behalf of the GSEs) shall be entitled to withhold from any funds received by the GSE pursuant to
the Reimbursement Agreement, and shall not be required to pay to Treasury, amounts required to
reimburse such GSE for costs and expenses of such GSE incurred in connection with the Temporary
Credit and Liquidity Facility, the Reimbursement Agreement or the Bonds.
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SECTION 3.5 Payments by GSEs to Treasury.
(a) Payments Made with Respect to Advances. Each GSE shall pay, or cause to be paid, to
Treasury its Participation Percentage of any amounts received from, or on behalf of, the HFA or
otherwise from any other source with respect to or allocated to a Credit Advance or to a Liquidity
Advance for which the GSE has received payment from Treasury pursuant to Section 3.2. Each GSE may
deduct, or cause to be deducted, from such payments any amounts then owing to the GSE pursuant to
this Participation Agreement including, without limitation, its accrued and unpaid Allocation
Amounts. Such payments will be due on the 25th day of the month, or if such day is not
a Business Day, then on the next following Business Day thereafter. Each GSE shall pay, or cause to
be paid, all amounts due under this subsection in immediately available funds to Treasury’s
Financial Agent.
(b) Payments Made with Respect to GSE Securities. All distributions made with respect to any
GSE Securities issued by a GSE with respect to one or more Bank Bonds shall be made in accordance
with the GSE’s policies and procedures with respect to securities of that class. Each GSE may
deduct its accrued and unpaid Allocation Amounts and all other amounts due and payable to the GSE
hereunder prior to making such distributions.
ARTICLE IV.
LOSS SHARING
LOSS SHARING
The Temporary Credit and Liquidity Facility which is the subject of this Participation Agreement is
a Temporary Credit and Liquidity Facility issued under the Temporary Credit and Liquidity Facility
Program. This Participation Agreement is one of several Participation Agreements and Partial
Guarantees (as that term is defined in Exhibit A) subject to loss sharing as described in the
Uniform Loss Sharing Attachment, which is incorporated into this Participation Agreement as if
fully stated herein. The provisions of the Uniform Loss Sharing Attachment apply fully to the
Temporary Credit and Liquidity Facility which is the subject of this Participation Agreement.
ARTICLE V.
MISCELLANEOUS
MISCELLANEOUS
SECTION 5.1 Entire Agreement. This Agreement sets forth the entire agreement between the
parties with respect to the subject matter of this Participation Agreement. No statements,
agreements or representations, oral or written, which may have been made to the parties or any one
or more of them, by any other party or by any employee or agent of such other party on behalf of
such party, with respect to this Participation Agreement shall be of any force or effect except to
the extent stated in this Participation Agreement.
SECTION 5.2 Assignment Prohibited. The identity of each of the Parties being of material
importance to each other Party, this Participation Agreement is made on the condition that, except
as otherwise expressly provided in this Participation Agreement, no Party’s rights or obligations
under this Participation Agreement shall be assignable without the prior written consent of the
other Parties.
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SECTION 5.3 Exclusivity. This Agreement is intended for the sole and exclusive benefit of
the Parties to this Participation Agreement and not for the benefit of, nor for the purpose of
being relied upon by, any other person.
SECTION 5.4 No Joint Venture. The execution of this Participation Agreement is not intended
to be, nor shall it be construed to be, the formation of a joint venture or partnership between the
parties; nor shall it be deemed to create any relationship between the parties other than as
expressly stated.
SECTION 5.5 Invalidity; Severability. If any term, covenant or condition of this
Participation Agreement shall be held to be invalid, illegal or unenforceable in any respect, this
Participation Agreement shall continue in full force and effect and shall be construed without the
invalid, illegal or unenforceable provision unless to so construe the Agreement would frustrate the
intention of the parties in entering into this Participation Agreement.
SECTION 5.6 Notices.
(a) Notices to the Parties. All notices, directions, certificates or other communications
hereunder shall be sent by certified or registered mail, return receipt requested, or by overnight
courier addressed to the appropriate notice address set forth below. Any such notice, certificate
or communication shall be deemed to have been given as of the date of actual delivery or the date
of failure to deliver by reason of refusal to accept delivery or changed address of which no notice
was given pursuant to this Section. Any of the parties hereto may, by such notice described above,
designate any further or different address to which subsequent notices, certificates or other
communications shall be sent without any requirement of execution of any amendment to this
Participation Agreement. The notice addresses are as follows:
To Treasury: | Department of the Treasury | |||||
0000 Xxxxxxxxxxxx Xxxxxx, X.X. | ||||||
Xxxxxxxxxx, X.X. 00000 | ||||||
Attention: | Fiscal Assistant Secretary | |||||
re: Housing Finance Agencies Initiative | ||||||
and |
||||||
Attention: | Assistant General Counsel | |||||
(Banking and Finance) | ||||||
re: Housing Finance Agencies Initiative | ||||||
To Xxxxxx Xxx: | Xxxxxx Xxx | |||||
0000 Xxxxxxxxx Xxxxxx, X.X. | ||||||
Xxxxxxxxxx, X.X. 00000 | ||||||
Attention: | Xxxx X. Xxxxx, Xx. | |||||
Vice President for Public Entities Channel, | ||||||
Housing and Community Development | ||||||
and |
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Attention: | Xxxxxxx Xxx Xxxxxxx | |||||
Vice President and | ||||||
Deputy General Counsel, Housing and | ||||||
Community Development | ||||||
To Xxxxxxx Mac: | Xxxxxxx Mac | |||||
0000 Xxxx Xxx Xxxxx | ||||||
Mail Stop D4F | ||||||
XxXxxx, Xxxxxxxx 00000 | ||||||
Attention: | Xxxx X. Xxxxxx | |||||
Vice President Mortgage Funding | ||||||
and |
||||||
Xxxxxxx Mac | ||||||
0000 Xxxxx Xxxxxx Xxxxx | ||||||
Mail Stop 210 | ||||||
XxXxxx, Xxxxxxxx 00000 | ||||||
Attention: | Xxxxxx X. Xxxxxxxxx | |||||
Associate General Counsel |
(b) Notices to Treasury’s Financial Agent. Funding Notices may be sent to Treasury’s
Financial Agent by email to xxx.xxx@xxxxxxxx.xxx. Any other notices to Treasury’s Financial Agent
may be sent as follows:
JPMorgan Chase Bank, N.A.
0 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 00
Attention: Xxxxxxx X. Xxxxx
Phone - 000-000-0000
Fax - 000-000-0000
E-mail:xxx.xxx@xxxxxxxx.xxx
0 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 00
Attention: Xxxxxxx X. Xxxxx
Phone - 000-000-0000
Fax - 000-000-0000
E-mail:xxx.xxx@xxxxxxxx.xxx
with a copy to:
E-mail: Xxxxxxx.X.Xxxxx@xxxxxxxx.xxx
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(c) Notices to Program Administrator. Notices may be sent to the Program Administrator as
follows:
U.S. Bank National Association
EP-MN-WS3T
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: TFM/HFA Initiative
E-mail: xxxxxx@xxxxxx.xxx
EP-MN-WS3T
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: TFM/HFA Initiative
E-mail: xxxxxx@xxxxxx.xxx
In a notice to the Parties specifically captioned “Notice of Change of Address:”
(i) any Party may change its address;
(ii) Treasury or Treasury’s Financial Agent may change the address or other contact
information for Treasury’s Financial Agent; and
(iii) either GSE or the Program Administrator may change the address or other contact
information for the Program Administrator.
SECTION 5.7 Governing Law. This Participation Agreement shall be governed by, and
interpreted in accordance with, Federal law not the law of any state or locality. To the extent
that a court looks to the laws of any state to determine or define the Federal law, it is the
intention of the parties to this Participation Agreement that such court shall look only to the
laws of the State of New York without regard to the rules of conflicts of laws.
SECTION 5.8 Binding Effect. This Participation Agreement shall be binding upon, and shall
inure to the benefit of, the parties and their respective successors and permitted assigns.
SECTION 5.9 Counterparts. This Participation Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original of this Participation Agreement.
SECTION 5.10 Amendments, Changes and Modifications. This Participation Agreement may be
amended, changed, modified, altered or terminated only by a written instrument or written
instruments signed by the parties to this Participation Agreement. Neither any course of dealing
between Treasury and the GSE nor any delay in exercising any rights under this Participation
Agreement, shall operate as a waiver of any rights of any of the parties under this Participation
Agreement. A waiver or consent given under this Participation Agreement shall be effective only in
the specific instance and for the specific purpose for which given.
[The remainder of this page is intentionally left blank]
13
IN WITNESS WHEREOF, the parties have executed this Participation Agreement as of the dates
hereinafter set forth.
XXXXXX MAE |
||||
Date: | By: | |||
Name: | ||||
Title: |
S-1
FEDERAL HOME LOAN MORTGAGE CORPORATION |
||||
Date: | By: | |||
Name: | ||||
Title: |
S-2
DEPARTMENT OF THE TREASURY |
||||
Date: | By: | |||
Name: | ||||
Title: |
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EXHIBIT A
UNIFORM LOSS SHARING ATTACHMENT
The following is the Uniform Loss Sharing Attachment for the New Issue Bond Program and the
Temporary Credit and Liquidity Facility Program. This attachment contains the provisions
applicable to (i) Partial Guarantees relating to GSE Securities issued from time to time under
the New Issue Bond Program and (ii) Participation Agreements entered into from time to time and
Partial Guarantees relating to GSE Securities issued from time to time under the Temporary
Credit and Liquidity Facility Program.
This Uniform Loss Sharing Attachment is attached to each Partial Guarantee and each
Participation Agreement.
Section 1 Definitions. In this Attachment and in any agreement or other document to which
this Attachment is attached, all capitalized terms have the meanings given to those terms in
this Section 1 unless the context or use clearly indicates a different meaning. Any capitalized
term used in this Attachment but not defined in this Exhibit shall be used as defined in the
agreement or other document to which this Exhibit is attached. The following terms have the
following meanings:
“Amount Available” has the meaning given to that term in each Temporary Credit and Liquidity
Facility.
“Bank Bonds” means any VRDOs that were tendered for purchase by a bondholder and were put to
the GSEs under a TCLF and have not yet been remarketed to a new bondholder, whether or not the
GSEs have issued GSE Securities backed by such Bank Bonds.
“Bonds” means, as the case may be, VRDOs, Bank Bonds and New Issue Bonds.
“Credit Advance” means an advance under a TCLF to pay debt service due on VRDOs for which there
are insufficient funds available under the related indenture.
“Event of Default” means an “event of default” as such term is defined in the related bond
indenture for the underlying bonds.
“Xxxxxx Xxx” means the Federal National Mortgage Association, a federally-chartered and
stockholder-owned corporation organized and existing under the Federal National Mortgage
Association Xxxxxxx Xxx, 00 X.X.X. §0000 et seq.
“First Loss Limit” has the meaning given to that term in Section 5.
“First Position Loss” means the amount of Program Loss to be borne by Treasury under the
Program. The First Position Loss is that portion of the Program Loss that does not exceed the
First Loss Limit.
“Xxxxxxx Mac” means the Federal Home Loan Mortgage Corporation, a shareholder-owned
government-sponsored enterprise organized and existing under the laws of the United States.
“Government-sponsored enterprise” or “GSE” means either or both Xxxxxx Xxx and Xxxxxxx Mac.
“GSE Obligations” or “GSE Securities” are obligations and securities issued or guaranteed, in
whole or in part, by Xxxxxx Mae or Xxxxxxx Mac including, without limitation, Bank Bonds and
New Issue Bonds and, with respect to the Temporary Credit and Liquidity Facility Program,
Participation Agreements.
“HFA” means a housing finance agency created by any of the States of the United States or any
possession, territory or commonwealth of the United States, or any political subdivision
thereof.
“Liquidity Advance” means an advance under a TCLF to pay for bond purchase tenders relating to
VRDOs.
“Loss Calculation Date” means the date as of which a Loss is calculated as provided in
Paragraph 6.
“MOU” means the Memorandum of Understanding among Treasury, Federal Housing Finance Agency,
Xxxxxx Mae and Xxxxxxx Mac.
“Multifamily Credit Enhancement Program” means the Treasury program, distinct and separate from
the Programs, to purchase HFA bonds which are guaranteed by the Credit Enhancement Agreement by
either of the GSEs.
“New Issue Bond Program” means the program described in the New Issue Bond Program Agreement.
“New Issue Bond Program Agreement” means one or more New Issue Bond Program Agreements by and
among Treasury and the GSEs, concerning the program for the acquisition of GSE Securities
backed by New Issue Bonds.
“New Issue Bonds” means, collectively, the single family bonds and multifamily bonds which back
GSE Securities purchased under the New Issue Bond Program Agreement.
“Partial Guarantee” means a partial guarantee provided by a GSE (a) pursuant to a GSE Security
issued with respect to the Temporary Credit and Liquidity Facility Program or (b) pursuant to a
GSE Security issued with respect to the New Issue Bond Program.
“Participation Agreement” means each Participation Agreement by and between Treasury and the
GSEs whereby the rights, duties and obligations of the Treasury and the GSEs with respect to
the Temporary Credit and Liquidity Facility Program (including the terms of the Partial
Guarantee) are set forth, as such agreements are amended and supplemented.
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“Program” means either of the New Issue Bond Program or the Temporary Credit and Liquidity
Facility Program.
“Program Bonds” means New Issue Bonds and Bank Bonds.
“Program Losses” mean the aggregate of all Transaction Losses incurred under the Temporary
Credit and Liquidity Facility Program and the New Issue Bond Program.
“Recovery” means any payment or other amount received or recovered with respect to a
Transaction Loss. A Recovery excludes any amounts paid by a GSE to Treasury with respect to a
Second Position Loss or any amounts payable by Treasury to the GSEs under any purchase
agreement or participation agreement.
“Reimbursement Agreement” means each Reimbursement Agreement entered into among an HFA, a bond
trustee and the GSEs relative to a TCLF, as such Reimbursement Agreements are amended and
supplemented.
“Risk Rating” means the risk rating of an indenture under a Program.
“Second Position Loss” means that portion of Program Losses, if any, that is not allocated to
the First Loss Position. Any Second Position Loss will be allocated to the Participation
Agreements and Partial Guarantees in accordance with the Uniform Loss Sharing Attachment.
“Secured Multifamily Loans” means loans that are secured by multifamily properties.
“Temporary Credit and Liquidity Facility” or “TCLF” has the meaning given to that term in
the Participation Agreement.
“Temporary Credit and Liquidity Facility Program” means the Program described in the
Participation Agreement.
“Transaction Documents” means, collectively, the TCLF, the Reimbursement Agreement and related
Bond documents with respect to any series included in the Temporary Credit and Liquidity
Facility Program, as such documents are amended from time to time in accordance with their
terms.
“Transaction Loss” means an amount calculated pursuant to Section 7 as the loss realized on a
Program Bond or a Temporary Credit and Liquidity Facility.
“Trust” means a trust established by a GSE as a pass-through entity which holds one or more
issues of Bonds and, where appropriate, a Partial Guarantee.
“VRDO” means a variable rate demand obligation bond issued by an HFA
Section 2 General Statement. Treasury and the GSEs will share Program Losses, if any,
realized on:
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(a) the principal of the New Issue Bonds backing GSE Securities issued from time to time
under the New Issue Bond Program; and
(b) the principal portion of all Credit Advances and Liquidity Advances made from time to
time under the Temporary Credit and Liquidity Facilities issued under the Temporary Credit and
Liquidity Facility Program.
Any losses incurred with respect to accrued but unpaid interest on any of the New Issue Bonds
backing the GSE Securities issued from time to time under the New Issue Bond Program and on any
Credit Advance or Liquidity Advance made from time to time under the Temporary Credit and
Liquidity Facilities issued under the Temporary Credit and Liquidity Facility Program are not
subject to sharing with the GSEs and will be entirely borne by Treasury. No loss sharing shall
occur with respect to the Multifamily Credit Enhancement Program as a GSE will have provided
credit enhancement for such Bonds separately.
Section 3 GSE Only Shares in Losses for its Activities in Programs. The sharing of Program
Losses will be structured between Treasury and each GSE separately. A GSE will only share in
Program Losses realized on the New Issue Bonds backing the GSE Securities issued by that GSE
and on losses realized on that GSE’s portion of the Temporary Credit and Liquidity Facilities.
Neither GSE will share in Program Losses allocable to the other GSE.
Section 4 Allocation of Losses between Treasury and GSE. Treasury will bear all Program
Losses realized on the New Issue Bond Program and the Temporary Credit and Liquidity Facility
Program up to the First Loss Limit (“First Position Losses”). Each GSE will bear Program
Losses, if any, realized on the New Issue Bond Program and the Temporary Credit and Liquidity
Facility Program once the Program Losses, if any, realized by Treasury equal the First Loss
Limit (“Second Position Losses”).
Section 5 First Loss Limit. With respect to a GSE, the First Loss Limit will be 35% of the
sum of:
(a) the aggregate original principal amount of all New Issue Bonds backing the GSE
Securities issued from time to time under the New Issue Bond Program by that GSE; and
(b) the aggregate original principal portion of the Amount Available obligated to be paid
by each GSE in each Temporary Credit and Liquidity Facility issued under the Temporary Credit
and Liquidity Facility Program.
Such First Loss Limit may be adjusted by the GSEs and Treasury if the aggregate amount under
either (a) or (b) above is less than $10 billion, or upon the obtaining or processing of
information impacting the applicable Risk Ratings, or such other material new information that
affects risk, commercial reasonableness, or safety and soundness under either the New Issue
Bond Program or the Temporary Credit and Liquidity Facility Program. Any such adjustment shall
be made in good faith by the GSEs and Treasury
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based upon objective thresholds factoring into, among other things, the applicable Risk Ratings
and the aggregate amounts set forth in (a) and (b) above.
Section 6 When Transaction Loss is Calculated. |
(a) New Issue Bond Program. Under the New Issue Bond Program, Transaction Loss
will be calculated separately with respect to each Program Bond upon twelve (12) months after
the first to occur of:
(1) the stated maturity date of the New Issue Bond;
(2) the date the New Issue Bond is fully redeemed;
(3) the date of acceleration of the New Issue Bond; or
(4) the date of mandatory tender in lieu of redemption of the New Issue Bond.
(b) Temporary Credit and Liquidity Facility Program. Under the Temporary Credit
and Liquidity Facility Program, Transaction Loss will be calculated for each Temporary Credit
and Liquidity Facility upon the last to occur of:
(1) the date the GSE has no further obligation under the Temporary Credit and
Liquidity Facility;
(2) the date all Bank Bonds, if any, are paid in full, remarketed or
redeemed; or
(3) twelve (12) months after the first to occur of:
(A) a Credit Advance remains unreimbursed;
(B) a Bank Bond is not paid or redeemed when due; or
(C) the GSE causes the acceleration, redemption or mandatory tender of the
Bonds upon the occurrence of an Event of Default under any of the Transaction
Documents.
Section 7 How Losses are Determined. |
Transaction Losses will be calculated for a New Issue Bond or a Temporary Credit and Liquidity
Facility as follows:
(a) New Issue Bond Program. Under the New Issue Bond Program, a Transaction Loss
under a New Issue Bond is the amount of principal of such New Issue Bond then due and unpaid as
of the date that Transaction Loss is calculated. Any accrued and unpaid interest and any
interest on interest or interest on other unpaid sums will not be included in Transaction
Losses and will be borne solely by Treasury.
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(b) Temporary Credit and Liquidity Facility Program. Under the Temporary Credit
and Liquidity Facility Program, a Transaction Loss under a Temporary Credit and Liquidity
Facility is:
(1) all amounts owing and unpaid by the HFA under the related Reimbursement
Agreement (relating to the principal portion of unreimbursed Credit Advances and
unreimbursed Liquidity Advances); less
(2) the sum of all amounts reimbursed, received or recovered on account of
the amounts owing under paragraph (1) above prior to the Loss Calculation Date.
The amount of any Transaction Loss will be allocated between unreimbursed Credit Advances and
unreimbursed Liquidity Advances (and the related Bank Bonds) on the basis of the ratio of
aggregate unreimbursed principal of the Credit Advances to the aggregate unreimbursed principal
of the Liquidity Advances.
Transaction Losses will be adjusted pursuant to the provisions of Sections 11 and 12.
(c) Calculation Rules. For purposes of determining Transaction Loss under the
New Issue Bond Program:
(1) Transaction Loss will be calculated only with respect to the Bonds actually
held by the related Trust. Any Bonds that were not acquired by the Trust shall be
excluded from the calculation of Transaction Loss.
(2) For purposes of calculating Transaction Loss, all payments made by the trustee
for the Bonds shall be applied as principal or interest as characterized by the trustee
for the Bonds in making such payment. Should the trustee for the Bonds not characterize
a payment as either principal or interest, then that payment shall be characterized as
required by the indenture or bond resolution for the Bonds. If the trustee for the Bonds
does not characterize the payment as principal or interest and the related indenture or
resolution contains no relevant terms, then the payment shall be applied first to
outstanding and unpaid principal of the Bonds in the order of their stated maturity
dates and then to accrued and unpaid interest on the Bonds in the order of their stated
maturity dates.
Section 8 Procedure for Reporting a Transaction Loss. Pursuant to the timeframes set
forth in Paragraph 6 above, the GSE will calculate, or cause to be calculated, the amount of
Transaction Loss, if any, realized on a New Issue Bond or Temporary Credit and Liquidity
Facility as provided in Paragraph 7 above.
Section 9 Reporting if No Transaction Loss Calculated. If the calculation prepared in
accordance with Paragraph 7 above shows that no Transaction Loss was realized, the GSE will
provide or cause to be provided a statement to that effect to Treasury within 90 days of the
Loss Calculation Date.
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Section 10 Reporting if Transaction Loss Calculated; Payment of Second Position Loss.
(a) Reconciliation. If the calculation shows that a Transaction Loss was realized,
the GSE will send a written reconciliation calculation to Treasury within 90 days of the
Loss Calculation Date which specifies:
(1) Transaction Identification: The New Issue Bond or Temporary Credit
and Liquidity Facility for which the reconciliation is made.
(2) Transaction Loss: The Transaction Loss realized on the New Issue Bond
or Temporary Credit and Liquidity Facility as of the Loss Calculation Date.
(3) Program Losses:
(A) Aggregate Program Losses (excluding only the Transaction Loss then just
calculated for the New Issue Bond or Temporary Credit and Liquidity Facility for
which the reconciliation is made); and
(B) Aggregate Program Losses realized as of the Loss Calculation Date
(including the Transaction Loss then just calculated for the New Issue Bond or
Temporary Credit and Liquidity Facility for which the reconciliation is made).
(4) The First Loss Limit.
(5) The amount of the First Loss Limit still to be borne by Treasury.
(b) First Position Losses. If the amount calculated in (a)(3)(B) is not more
than the First Loss Limit, then the Transaction Loss for the New Issue Bond or Temporary
Credit and Liquidity Facility for such reconciliation calculation is fully First Position
Losses.
(c) Partial First Position Losses; Partial Second Position Losses. If the amount
appearing in (a)(3)(A) is less than the First Loss Limit but the amount calculated in
(a)(3)(B) exceeds the First Loss Limit, then:
(1) the portion of the Transaction Loss equal to the difference between the amount
appearing in (a)(3)(A) and the First Loss Limit constitutes First Position Losses; and
(2) the remaining portion of the Transaction Loss not allocated to the First
Position Losses constitutes Second Position Losses.
(d) Second Position Losses. If the amount appearing in (a)(3)(A) is more than the
First Loss Limit, then the entire Transaction Loss constitutes Second Position Losses.
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(e) Loss Sharing Payment. The GSE will pay the amount of any Second Position
Losses (less all amounts previously paid by the GSE to Treasury as Second Position Losses) to
Treasury or its order not later than 90 days after the Loss Calculation Date. Loss sharing
payments made with respect to GSE Securities will be made as a distribution under the GSE
Security and all other loss sharing payments will be paid to Treasury to such account as
Treasury may require.
Section 11 Recoveries; Losses are Incurred But Not In Excess of the First Loss Limit. This
Section applies if a GSE has calculated that a Transaction Loss has been realized with respect
to one or more New Issue Bonds or Temporary Credit and Liquidity Facilities but the amount of
the aggregate Program Losses has not exceeded the First Loss Limit. If one or more payments are
received or other amounts are received or recovered with respect to any New Issue Bond or
Temporary Credit and Liquidity Facility in respect of a Transaction Loss, then all such amounts
will be paid to Treasury and the related Transaction Loss and, consequently, the aggregate
Program Losses will be reduced by the amount of such Recovery.
Section 12 Recoveries; Losses are Incurred Which Exceed the First Loss Limit. This Section
applies if a GSE has calculated that a Transaction Loss has been realized with respect to one
or more New Issue Bonds or Temporary Credit and Liquidity Facilities, aggregate Program Losses
exceed the First Loss Limit and the GSE has paid any Second Position Losses to Treasury. If one
or more payments are received or other amounts are received or recovered with respect to any
New Issue Bond or Temporary Credit and Liquidity Facility in respect of a Transaction Loss,
then:
(a) the related Transaction Losses and, consequently, the aggregate Program Losses will
be reduced by the amount of such Recovery;
(b) the GSE shall be entitled to such payments and other amounts, but not in excess of
the amount of the Second Position Losses previously paid to Treasury; and
(c) any excess available after the payment made in subparagraph (b) above shall be
paid to Treasury.
Section 13 Partial Guarantees of GSE Securities. In order to evidence a GSE’s loss
sharing obligations with respect to the GSE Securities it issues, the GSE will issue a partial
guarantee to the related Trust (“Partial Guarantee”) for Program Losses allocable to such GSE
Securities. The GSE will make a payment under a Partial Guarantee only under the circumstances
set out in this Exhibit.
Section 14 Termination of Loss Sharing Upon Unwinding of GSE Security. A GSE’s loss
sharing obligations and any related Partial Guarantee will automatically terminate with respect
to any New Issue Bonds or Bank Bonds and the related GSE Security if Treasury causes a GSE
Security to be unwound in exchange for the underlying New Issue Bonds or Bank Bonds.
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EXHIBIT B
FUNDING NOTICE
U.S. Department of the Treasury
c/o XX Xxxxxx Chase, as Treasury’s Financial Agent
c/o XX Xxxxxx Chase, as Treasury’s Financial Agent
Re: | Temporary Credit and Liquidity Facility (“Credit and Liquidity Facility”) relating to the Series of Bonds identified below (“Bonds”) | ||
Agreement to Purchase Participation (“Participation Agreement”) by and among U.S. Department of the Treasury (“Treasury”), Xxxxxx Xxx (“Xxxxxx Xxx”) and Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) (together, the “GSEs”). | |||
Participation Certificate Date: Certificate No.: |
|||
Issuer: | |||
Bond Series: [Enter Title of Bonds, Including Series Designation] Bond Series CUSIP No.: |
Ladies and Gentlemen:
The undersigned, a duly authorized signatory of [insert name of Program Administrator]
(“Program Administrator”), certifies to Treasury, with reference to the Participation
Agreement and the Participation Certificate, that:
(1) Demand for Advance Received from Bond Trustee. The bond trustee for the Bonds has
demanded an Advance from the GSEs under the Credit and Liquidity Facility. A copy of the
related Certificate is attached with this Funding Notice. The Advance demanded by the
Trustee:
(a) is a:
[Program Administrator: check applicable box or boxes]
o Credit Advance (Debt Service Advance)
o Liquidity Advance (Liquidity Advance or Mandatory Tender
Advance
(b) must be paid by no later than 2:00 p.m. Eastern time on *[date].
*[Program Administrator: Please insert the same date as you inserted in
Paragraph 1(b) above]
(2) Request for Funding. The Program Administrator, on behalf of the GSEs, requests
Treasury to make a Funding Payment to the GSEs on account of such Advance in the total
amount of $ . For your information, of the amount requested:
(a)
Xxxxxx Xxx: one-half or $ is for Xxxxxx Mae; and
(b)
Xxxxxxx Mac: one-half or $ is for Xxxxxxx Mac.
(3) When the Funding Payment Must be Made. The Funding Payment requested by this Funding
Notice must be made in immediately available funds not later than 3:00 p.m. Eastern time on
[date].
(4) Where the Funding Payment Must be Made. Please pay the Funding Amount to the Program
Administrator by wire transfer of immediately available funds to:
[wire instructions]
Any capitalized, but undefined, term used in this Certificate is used as defined in the
Participation Agreement.
IN WITNESS WHEREOF, the Program Administrator has executed and delivered this Funding
Notice as of the ___ day of
,
.
[Name of Program Administrator], as Program Administrator |
||||
By: | ||||
Authorized Signatory | ||||
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EXHIBIT C
FORM OF
PARTICIPATION CERTIFICATE
PARTICIPATION CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES OF ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. ANY RESALE OR TRANSFER OF THIS CERTIFICATE MAY
NOT BE MADE.
THIS CERTIFICATE IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR
OBLIGATION OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF OTHER THAN, TO THE LIMITED
EXTENT PROVIDED IN THE PARTICIPATION AGREEMENT, XXXXXX XXX AND XXXXXXX MAC.
PARTICIPATION CERTIFICATE
Date:
A. General:
1. | This Participation Certificate is issued in connection with the following Temporary Credit and Liquidity Facility (“Temporary Credit and Liquidity Facility”) issued by Xxxxxx Mae and Xxxxxxx Mac: |
HFA |
||
Temporary Credit and |
||
Liquidity Facility Date |
||
Stated Amount
|
$ | |
Maximum Amount Available
|
Principal: $ | |
(specify principal and interest component)
|
Interest: $ |
The Temporary Credit and Liquidity Facility was issued with respect to the bonds described in
the attached Exhibit I.
2. This Participation Certificate is issued pursuant to the Agreement to Purchase
Participation by and among Xxxxxx Mae, Xxxxxxx Mac and Treasury dated as of [Date]
(“Participation Agreement”) and evidences the purchase by Treasury:
(a) of a Participation from Xxxxxx Mae (“Xxxxxx Xxx”) in Xxxxxx Mae’s portion of
the Temporary Credit and Liquidity Facility; and
(b) of a Participation from Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”)
in Xxxxxxx Mac’s portion of the Temporary Credit and Liquidity Facility.
B. Xxxxxx Xxx Portion of Temporary Credit and Liquidity Facility
1. Treasury purchases from Xxxxxx Mae and Xxxxxx Xxx xxxxx to Treasury a participation in
Xxxxxx Mae’s portion of the Temporary Credit and Liquidity Facility as follows:
Xxxxxx Mae’s Stated Amount
|
$ | |
Xxxxxx Mae’s Amount
|
Principal: $ | |
Available (specify principal and interest component)
|
Interest: $ | |
Portion Participation Amount
|
50% | |
Participation Percentage
|
100% | |
Effective Date |
||
Expiration Date |
2. Fees:
Participation Fee Rate
|
C. Xxxxxxx Mac Portion of Temporary Credit and Liquidity Facility
1. Treasury purchases from Xxxxxxx Mac and Xxxxxxx Xxx xxxxx to Treasury a participation in
Xxxxxxx Mac’s portion of the Temporary Credit and Liquidity Facility as follows:
Xxxxxxx Mac’s Stated Amount
|
$ | |
Xxxxxxx Mac’s Amount
|
Principal: $ | |
Available (specify principal and interest component)
|
Interest: $ | |
Portion Participation Amount
|
50% | |
Participation Percentage
|
100% | |
Effective Date |
||
Expiration Date |
2. Fees:
Participation Fee Rate
|
D. Miscellaneous
1. Capitalized terms used in this Participation Certificate and not otherwise defined have the
meaning given those terms in the Participation Agreement.
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2. This Participation Certificate is not effective or valid for any purpose until receipt by
Xxxxxx Xxx, Xxxxxxx Mac and Treasury of a counterpart executed by Xxxxxx Mae, Xxxxxxx Mac and
Treasury.
C-3
XXXXXX MAE |
||||
By: | ||||
Name: | ||||
Title: | ||||
Date: |
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FEDERAL HOME LOAN MORTGAGE CORPORATION |
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By: | ||||
Name: | ||||
Title: | ||||
Date: |
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Acknowledged and Accepted: DEPARTMENT OF THE TREASURY |
||||
By: | ||||
Name: | ||||
Title: | ||||
Date: |
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EXHIBIT I
to
PARTICIPATION CERTIFICATE
to
PARTICIPATION CERTIFICATE
Description of Bonds