AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER SALE AND SERVICING AGREEMENT

AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER SALE AND SERVICING AGREEMENT (this “Amendment”) is made and entered into as of November 28, 2016 by and between NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association organized and existing under the laws of the District of Columbia (referred to herein as “CFC,” “Master Servicer” or the “Seller”), and FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally chartered instrumentality of the United States (referred to herein as “Farmer Mac” or the “Purchaser”).

WHEREAS, CFC and Farmer Mac are parties to that certain AMENDED AND RESTATED MASTER SALE AND SERVICING AGREEMENT (the “Master Agreement”) made and entered into as of August 12, 2011; and

WHEREAS, the parties desire to amend the Master Agreement as set forth herein.

NOW, THEREFORE, the parties to this Amendment, in the capacities hereinabove set forth, in consideration of the mutual agreements and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, do hereby undertake and otherwise agree as follows:

(iii) If there are any Principal Prepayments with respect to any Qualified Loan or a Qualified Loan becomes a Defaulted Loan during any calendar month, then the Master Servicer will provide to Farmer Mac and its designee a Defaulted And Qualified Loan Exception Report (a form of which is attached to this Master Agreement as Exhibit 3) on or before the fifteenth day of the immediately following calendar month (or if such fifteenth day is not a Business Day, the next succeeding Business Day).”

(c)    Section 5.02(c) of the Master Agreement is hereby amended by deleting it in its entirety.

(d)    Section 5.05 of the Master Agreement is hereby amended by deleting the second sentence thereof and replacing it with the following:

“On each Distribution Date, the Master Servicer shall wire to the Distribution Account in same day funds an amount equal to the Qualified Loan Receipts for such Distribution Date.”

(e)    Section 6.02 of the Master Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

Section 6.02    Demands, Notices, Communications. All formal demands, notices and communications by and between the Master Servicer and Purchaser shall be in writing and delivered in person, by overnight delivery service or facsimile, except for notices and communications sent pursuant to Section 5.01(d) which may be delivered via electronic mail:

If to the Purchaser or Farmer Mac:

Any notice so delivered within the time prescribed in this Master Agreement shall be conclusively presumed to have been duly given whether or not the intended recipient receives such notice, provided, however, that the party giving such notice has received proof of delivery.

Purchaser, Farmer Mac or Master Servicer may change its address, facsimile, or e-mail address for any notice, demand or other communication delivered hereunder by written notice to the other parties hereto.

(f)    Exhibit 8 “Form of Remittance Reconciliation Report” of the Master Agreement is hereby amended by deleting the Investment Account Earnings from the report calculations.