FEDERAL AGRICULTURAL MORTGAGE CORPORATION
EXHIBIT
10.24
EXECUTION
VERSION
FEDERAL
AGRICULTURAL
MORTGAGE
CORPORATION
CFC
ADVANTAGE, LLC
NATIONAL
RURAL UTILITIES
COOPERATIVE
FINANCE CORPORATION
REGISTRATION
RIGHTS AGREEMENT SERIES 2007-2
Dated
as of August 10, 2007
TABLE OF
CONTENTS
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ARTICLE
I
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DEFINITIONS
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SECTION
1.01.Definitions
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1
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ARTICLE
II
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REGISTRA
TION AND SALE
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SECTION
2.0 l.Registration Request.
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1
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SECTION
2.02.Registration
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1
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SECTION
2.03.Expenses
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2
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SECTION
2.04.Conditions
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2
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SECTION
2.05.Rating
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2
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SECTION
2.06.Blackout Periods
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3
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ARTICLE
III
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MISCELLANEOUS
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SECTION
3.0l.GOVERNING LAW
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3
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SECTION
3.02.WAIVER OF JURY TRIAL.
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3
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SECTION
3.03.Notices
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3
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SECTION
3.04.Benefit of Agreement.
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3
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SECTION
3.05.Amendments and Waivers
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4
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SECTION
3.06.Counterparts
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4
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SECTION
3.07.Severability
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4
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REGISTRATION
RIGHTS AGREEMENT, dated as of August 10, 2007 between FEDERAL AGRICULTURAL
MORTGAGE CORPORATION, a federally chartered instrumentality of the United States
and an institution of the Farm Credit System ("▇▇▇▇▇▇ 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 2007-2 Rural Utilities Trust, a grantor
trust (the "Issuer") to deliver
the Certificates, and ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mac, the Depositor and
CFC (the "Certificate
Purchase Agreement"); and
WHEREAS,
▇▇▇▇▇▇ Mac wishes to have the right to resell the Series 2007-2 Tranche I Class
A Certificates and Series 2007-2 Tranche II Class A Certificates (collectively,
the "Certificates") from
time to time, including in a public offering registered under the Securities Act
of 1933 (the "Act");
NOW,
THEREFORE, ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mac in
exchange for an equal amount of the Certificates (the "Sale Certificates"),
and the sale by ▇▇▇▇▇▇ 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
▇▇▇▇▇▇ Mac of the Exchange Certificates for the Sale Certificates and the sale
of the Exchange Certificates by ▇▇▇▇▇▇ 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.
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mac to make a Registration Request shall be subject to the following
conditions:
(a) ▇▇▇▇▇▇
Mac can issue no more than one Registration Request with respect to the
Certificates;
(b) ▇▇▇▇▇▇
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 ▇▇▇▇▇▇ Mac's sale of the Exchange Certificates;
(c) If
the sale of the Exchange Certificates by ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Mac of Exchange Certificates pursuant to a Registration
Statement.
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SECTION
2.05. Rating.
If, in connection with the Registration Request and the sale of the Exchange
Certificates by ▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ Mac requests that some or all ofthe 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 ▇▇▇▇▇▇ 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 W ▇▇▇▇▇,
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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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.
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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.
FEDERAL
AGRICULTURAL MORTGAGE
CORPORATION
CFC
ADVANTAGE, LLC
NATIONAL
RURAL UTILITIES COOPERATIVE
FINANCE
CORPORATION
[Signature
Page to Series 2007-2 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:
If to
▇▇▇▇▇▇ Mac:
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Attention
of: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Financial Officer
With a
copy to:
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇
▇▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Attention
of: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President - General Counsel
Ifto
CFC:
National
Rural Utilities Cooperative Finance Corporation
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Attention
of: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer
With a
copy to:
National
Rural Utilities Cooperative Finance Corporation
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Attention
of: ▇▇▇▇ ▇. List, Esq., General Counsel
If to
Depositor:
CFC
Advantage, LLC
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Attention
of: ▇▇▇▇ ▇. List