(a) If directed by the Company, CFC on behalf of the Company will pool any FHA Loans and VA Loans purchased by the Company in accordance with the requirements of FNMA and will use its best efforts to have GNMA Certificates issued backed by such FHA Loans and VA Loans. In connection therewith, CFC will

(i) apply to GNMA for a commitment to guarantee mortgage-backed securities by the issuance of such GNMA Certificates;

(ii) once such a commitment has been issued by GNMA, deliver the pool of mortgage loans to a custodian (selected by CFC and acceptable to the Company, subject to GNMA requirements) to be held for the benefit of the holder of the Certificates; and

(iii) once the custodian verifies to GNMA that it has custody of the pool, enter into or cause to be created an appropriate GNMA guaranty pursuant to which CFC will issue a GNMA Certificate owned by and registered in the name of or deposited into a depository institution for the account of the Company. After the issuance of such GNMA Certificates, CFC will retain all responsibilities and duties to GNMA, including the payment of all GNMA guaranty fees, with respect to such FHA Loans, VA Loans and GNMA Certificates and will service such FHA Loans and VA Loans after the issuance of the GNMA Certificates in accordance with GNMA requirements.

(b) If directed by the Company, CFC on behalf of the Company will pool any conventional mortgage loans and/or FHA Loans and VA Loans purchased by the Company in accordance with the requirements of FNMA and/or the requirements of FHLMC and will use its best efforts to have FNMA Certificates and/or FHLMC Certificates issued backed by such conventional mortgage loans, FHA Loans and VA Loans, but only if CFC in its sole discretion determines that such conventional mortgage loans, FHA Loans and VA Loans meet all FNMA or FHLMC underwriting and other requirements for such issuance. In connection therewith, CFC will

(i) apply to FNMA or FHLMC for a commitment to issue FNMA Certificates or FHLMC Certificates and

(ii) once such commitment has been approved, CFC will contract with FNMA or FHLMC to pool such conventional mortgage loans, FHA Loans and VA Loans and cause to be issued FNMA Certificates or FHLMC Certificates backed by such loans, which FNMA Certificates or FHLMC Certificates will be owned by and will be registered in the name of or deposited into a depository institution for the account of the Company. After the issuance of such FNMA Certificates and FHLMC Certificates, CFC will retain all responsibilities and duties to FNMA and FHLMC, including the payment of all FNMA or FHLMC guaranty fees, with respect to such conventional mortgage loans, FHA Loans, VA Loans, FNMA Certificates and FHLMC Certificates and will service such conventional mortgage loans, FHA Loans and VA Loans after the issuance of the FNMA or FHLMC Certificates which they back, in accordance with FNMA and FHLMC requirements.

(c) If Agency Securities are issued to the Company pursuant to this Section, CFC agrees that for such time as it is servicing the mortgage loans underlying each Agency Security on behalf of the Company, in addition to all duties and obligations imposed on CFC by the servicing agreement which incorporates the appropriate GNMA, FNMA or FHLMC requirements, CFC shall remit to the Company at the same time it remits each periodic installment of principal and interest on the Agency Security, the amount, if any, representing the difference between

(i) the schedules installment of principal and interest on the mortgage loans underlying the Agency Security, less the applicable GNMA, FNMA or FHLMC guaranty fee and CFC's servicing fee as agreed to between the Company and CFC, and

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