AMENDMENT NO. 1 TO LONG TERM STANDBY COMMITMENT TO PURCHASE

AMENDMENT NO. 1 TO LONG TERM STANDBY COMMITMENT TO PURCHASE (this “Amendment”) is made and entered into as of May 31, 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” or the “Seller”), and FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally chartered instrumentality of the United States (referred to herein as “Farmer Mac”).

WHEREAS, CFC and Farmer Mac are parties to that certain LONG TERM STANDBY COMMITMENT TO PURCHASE (the “Commitment”) made and entered into as of August 31, 2015; and

WHEREAS, the parties desire to amend the Commitment as set forth herein; and

WHEREAS, the parties have executed this Amendment as a written agreement intended to modify the Agreement pursuant to Section 10.06 thereof.

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:

“Staggered Removal: As defined in Section 10.01(c) of this Commitment.”

A.    Section 4.02(c) of the Commitment is hereby amended by deleting the first word of the sixth sentence of such Section 4.02(c) and including the following clause at the beginning of such sixth sentence:     “Other than pursuant to a Staggered Removal as set forth in Section 10.01(c) of this Commitment, the”.

B.    Section 10.01 of the Commitment is hereby amended by adding the following as Section 10.01(c):

“For any Qualified Loan or group of Qualified Loans listed on a Qualified Loan Schedule with an Effective Date on or after January 1, 2016, and notwithstanding Section 4.02(c) of this Commitment,

the Seller may elect to remove one or more such Qualified Loans from the Commitment on or after the date that is three years from the corresponding Effective Date for such Qualified Loan or Qualified Loans (“Staggered Removal”); provided, that (i) not more than 20% of the aggregate original principal balance of such Qualified Loans eligible for Staggered Removal in accordance with this Section 10.01(c) may be removed within any 12-calendar-month period, (ii) the Seller shall have provided Farmer Mac with at least three (3) months’ notice in writing prior to exercising each such Staggered Removal election, and (iii) the weighted average Facility Rating of the remaining Qualified Loans (with an Effective Date on or after January 1, 2016) will not have increased (numerically) by more than 10% of the weighted average Facility Rating of all of the Qualified Loans (with an Effective Date on or after January 1, 2016) that are under the Commitment immediately prior to such removal, in each case to be measured as of the last day of the Seller’s calendar quarter immediately preceding the removal date (as reported to Farmer Mac by Seller in accordance with the Servicing Agreement).”

C.    Section 10.12 of the Commitment is hereby amended by adding the following clause at the beginning of Section 10.12(d): “solely as to Qualified Loans with an Effective Date prior to January 1, 2016,”.