8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2019

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact name of registrant as specified in its charter)

Federally chartered instrumentality of the United States	001-14951	52-1578738
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1999 K Street, N.W., 4th Floor, Washington D.C.		20006
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (202) 872-7700

No change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 13, 2019, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) entered into a Master Non-Recourse Loan Participation Agreement (“Participation Agreement”) with CoBank, ACB and CoBank, FCB (collectively, “CoBank”), under which Farmer Mac may purchase from CoBank and CoBank may purchase from Farmer Mac undivided participation interests in eligible loans (“Loan Participations”) from time to time. Under the Participation Agreement, the sale and purchase of the Loan Participations will be without recourse to the selling party. Each Loan Participation may comprise up to a 100% interest in the related loan, with default mitigation to be determined by the party with the greater interest in the loan.

On February 13, 2019, Farmer Mac also entered into a Loan Participation Servicing Agreement (“Servicing Agreement,” collectively with the Participation Agreement, “Agreements”), under which CoBank will service Loan Participations purchased by Farmer Mac under the Participation Agreement. Under the Servicing Agreement, CoBank will service the Loan Participations in accordance with CoBank’s customary servicing practices that it undertakes for similar loans in its own portfolio. CoBank also will provide periodic reports relating to remittances, delinquencies, and risk ratings for the Loan Participations that are materially consistent with reports Farmer Mac receives from its other servicers. CoBank will receive a reasonable fee for servicing each Loan Participation, which will be determined at the time of sale and retained by CoBank from each interest remittance on the respective Loan Participation before distribution of that remittance to Farmer Mac.

CoBank has a “related party” relationship with Farmer Mac as a result of CoBank’s ownership of Farmer Mac common stock. CoBank is the second-largest owner of Farmer Mac’s Class B voting common stock and is named as a holder of more than 5% of Farmer Mac’s Class B voting common stock in Farmer Mac’s Proxy Statement dated April 2, 2018 and filed with the SEC on that same date. The Agreements were entered into on an arms-length basis in the ordinary course of business, with terms and conditions comparable to those available to other participants in Farmer Mac’s lines of business that do not have a related party relationship with Farmer Mac.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

10.1Master Non-Recourse Loan Participation Agreement, between CoBank, ACB, CoBank, FCB, and Farmer Mac, dated as of February 13, 2019

10.2Loan Participation Servicing Agreement, between CoBank, ACB and Farmer Mac, dated as of February 13, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION                    

By: /s/ Stephen P. Mullery                

Name: Stephen P. Mullery

Title: Executive Vice President – General Counsel

Dated: February 20, 2019

EX-10.1

MASTER

NON-RECOURSE LOAN PARTICIPATION AGREEMENT

THIS MASTER NON-RECOURSE LOAN PARTICIPATION AGREEMENT (“Agreement”) is entered into as of February 13, 2019 among COBANK, ACB and COBANK, FCB (hereafter collectively referred to as “CoBank”) and FEDERAL AGRICULTURAL MORTGAGE CORPORATION (hereafter referred to “Farmer Mac”).

RECITALS

Whereas, CoBank and Farmer Mac, each in its role as a direct lender or its capacity as a participant in a loan originated by a third party lender, is authorized, under such terms and conditions as may be determined to be feasible by its board of directors to make and/or participate in loans and commitments to eligible borrowers, and to extend to them other technical and financial assistance; and

Whereas, CoBank and Farmer Mac, each in its role as a participating lender is authorized, under such terms and conditions as may be determined feasible by its board of directors, to participate in loan and commitments made or owned by Lead Lender (as hereinafter defined), with the primary role of Participant (as hereinafter defined), in respect to such loans and commitments, being that of a participating lender that exercises independent credit judgement and shares with Lead Lender in risk associated with such loans and commitments; and

Whereas, CoBank and Farmer Mac mutually deem it desirable at this time to enter into a non-recourse master participation agreement; and

Whereas, from time-to-time, Lead Lender may desire to sell, and Participant may desire to buy, participations in loans made or owned by Lead Lender in accordance with the terms and provisions of this Agreement; and

Whereas, both CoBank and Farmer Mac desire to establish certain financial arrangements in respect of the general relationships between themselves and the more specific relations provided for in this Agreement;

Now, therefore, in consideration of the premises and of their respective undertakings and agreements hereinafter set forth, CoBank and Farmer Mac agree as follows:

AGREEMENTS

1.    Definitions. For purposes of this Agreement the following terms will have the meaning indicated:

“Borrower” means each and every person or entity signing, making, endorsing or guaranteeing to Lead Lender a promissory note or other evidence of indebtedness, the proceeds of which have been advanced or committed by or on behalf of, or acquired by, Lead Lender and its successors and assigns.

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the state in which Lead Lender or Participant is located are required to be closed, or (iii) a day on which the Federal Reserve Banks are required or authorized by law to be closed.

“Certificate of Participation” means the document executed by CoBank and Farmer Mac that describes the Loan, the related Loan Participation and various other matters related to the Loan and the relationship between Lead Lender and Participant with respect to the particular Loan Participation. A form of Certificate of

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Participation is attached hereto as Exhibit A, which form may be modified as Lead Lender reasonably deems appropriate. Lead Lender and Participant may agree from time to time to sell multiple Loan Participations pursuant to a single Certification of Participation, with such modifications to Exhibit A as may be appropriate to effectuate such sale.

“Collateral” means all property, whether real, personal, tangible or intangible, which secures Borrower's obligations under the Note.

“Collections” means all monies and other property received by Lead Lender from and after the date of the Loan Participation in payment of principal or interest on a Loan, or otherwise in connection with a Loan, from whatever source derived, including, without limitation, all sums realized from any Collateral or any person or party liable with respect to a Loan or any part thereof.

“Expenses” means any and all reasonable out-of-pocket costs and expenses (other than the normal administrative expenses of Lead Lender prior to the occurrence of an Event of Default, as such term is defined in the Loan Documents) which have been or may be actually paid by Lead Lender in connection with a Loan or any of the Loan Documents since the purchase by Participant of its Loan Participation or with the enforcement, collection, protection or sale of, or other realization upon, the Collateral, for which Lead Lender has not been reimbursed by or on behalf of Borrower, including, without limitation, reasonable out-of-pocket costs and expenses which may be incurred for repairing, improving, maintaining, managing, insuring, securing, leasing, selling, disposing of or liquidating all or any portion of the Collateral, collecting or enforcing the Loan Documents, and prosecuting or defending any litigation related to the Loan, and including, without limitation, attorneys’, experts’ and consultants’ fees or commissions, taxes and assessments, financing costs, court costs, judgments and penalties related to the Loan.

“Lead Lender” refers to the institution or company originating (or subparticipating) a loan for participation with the other lender, known as Participant.

“Loan” means the loan or loans or a complex of related loans an undivided interest in which is offered for sale by Lead Lender under this Agreement (and if such offer is accepted, “Loan” shall mean the loan or loans or a complex of related loans purchased by Participant under this Agreement). “Loan”, as used herein, may also include one or more leases and letters of credit.

“Loan Documents” means the Note, Security Agreement, any loan or credit agreements, guarantees and other documents, and all modifications and amendments thereto under which Lead Lender has rights and which are executed and delivered in connection with the Loan.

“Loan Participation” means the undivided interest in the Loan that is sold by Lead Lender to Participant in accordance with paragraph 2 below and as described in the applicable Certificate of Participation. Loan Participation may include up to a 100-percent participation interest in a Loan.

“Note” means the promissory notes, loan agreements or other documents executed by Borrower, evidencing Borrower's indebtedness in connection with the Loan.

“Offer of Participation” (or “Offer of Purchase”) means an offer by Lead Lender to Participant to participate in a loan, loans or a complex of related loans.

“Participant” refers to the institution or company purchasing an undivided interest in a Loan from Lead Lender.

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“Participation Rate of Interest” (or “Interest Rate”) means the annual rate of interest specified in the Certificate of Participation as applicable to the Loan and which is to be received by Participant on Participant's outstanding investment in the Loan. This rate may differ from that established by the Note.

“Pro Rata Share” means at any point in time the percentage of the principal balance outstanding of the Loan represented by Participant's then outstanding investment in the Loan (or, with respect to the funding of advances, the percentage of the Loan that Participant has agreed to purchase).

“Security Agreement” means each and every mortgage, deed of trust, financing statement and/or other security agreement or security instrument creating a lien on the Collateral executed and delivered to Lead Lender in connection with the Loan and includes the Note to the extent it creates a lien on the Collateral.

“Servicing Agreement” means, as to Loan Participations for which CoBank is Lead Lender and Farmer Mac is Participant, the Loan Participation and Servicing Agreement dated as of the date hereof between CoBank and Farmer Mac and, as to Loan Participations for which Farmer Mac is Lead Lender and CoBank is Participant, such servicing agreement as the parties may enter into after the date hereof and designated as such therein.

2.    Loan Participation Sale.

(a)    From time to time, Lead Lender may offer to sell Participant an undivided interest in a Loan. The Offer of Participation will be in writing and accompanied by Loan Documents, appropriate credit and financial information and documentation, and other supporting information as may be required by Participant in order for Participant to make an independent credit judgment regarding Lead Lender's offer. Participant may choose not to participate in any Loan offered by Lead Lender. Each Loan Participation purchased by Participant shall be evidenced by a Certificate of Participation, which shall set forth the terms (including the dollar amount and percentage interest of the Loan sold) and conditions of the participation being purchased, and which, upon execution by Participant, shall (along with this Agreement) constitute the terms of the Loan Participation (see form example attached hereto as Exhibit A). Multiple Loan Particiations may be sold pursuant to a single Certificate of Participation. In the event of a conflict between this Agreement, the Offer of Participation, and the Certificate of Participation, the terms of the Certificate of Participation shall govern. In the event of a conflict between the Certificate of Participation and the Loan Documents, the terms of the Loan Documents shall govern. The sale and purchase of the Loan Participation is subject to the return to Lead Lender of a fully executed copy of the Certificate of Participation, including a return via facsimile or electronic mail.

The manually executed, facsimile transmitted, or electronically transmitted signature of authorized representatives of either or both of Participant and/or Lead Lender on a Certificate of Participation shall be deemed to be an original. A Certificate of Participation may be executed in multiple, original counterparts, each of which shall constitute and serve as an original thereof (even if transmitted by facsimile, or by electronic mail), but all of which when taken together shall constitute one and the same Certificate of Participation. As to any Loan in which Participant acquires an interest under this Agreement, Lead Lender shall retain and maintain among its books and records a copy of the applicable Certificate of Participation or otherwise shall mark its books and records to reflect the Participant’s undivided ownership interest in such Loan.

(b)    A Loan Participation constitutes a sale of an undivided ownership interest in a Loan based on Participant's outstanding investment in the Loan and includes an equivalent interest in (i) the Loan Documents, (ii) Lead Lender's security interest in the Collateral, (iii) any Collections, and (iv) any and all

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continuing guarantees made by any and all parties, persons or entities guaranteeing payment of any and all obligations of Borrower under the Note (and, to the extent applicable, under the other Loan Documents) and will in no way be construed as an extension of credit by Participant to Lead Lender. Interest will begin accruing as to Participant with respect to any portion of the Loan as of Lead Lender's receipt of the applicable portion of the purchase price for the Loan Participation.

(c)    Lead Lender and Participant intend and agree that the purchase price amount paid by Participant for each Loan Participation, which the parties negotiated at arm’s length, constitutes fair consideration and reasonably equivalent value for Participant’s purchase of the Loan Participation.

(d)    The sale and purchase of a Loan Participation shall be without recourse by Participant to Lead Lender of any nature whatsoever (including, without limitation, on account of any failure by Borrower to make payment of any sum due under the Note or otherwise to perform any covenant, condition or other obligation of Borrower to be performed under the Loan Documents). Lead Lender’s sole obligation to Participant hereunder with respect to Collections shall be to remit payments to the extent provided herein which are actually received from, or on behalf of, Borrower. Nothing in this paragraph 2(d) shall relieve Lead Lender from liability, if any, resulting from a breach by Lead Lender of any representations or warranties made by Lead Lender herein.

(e)    The Loan Participation does not include, and Lead Lender is exclusively entitled to:

(i)    Fees for supplemental services rendered by Lead Lender; and

(ii)    All other fees and charges received by Lead Lender in connection with the Loan not specifically reserved to Participant hereunder or in the Certificate of Participation.

3.Funding by Participant.

(a)    To the extent that a Loan has been previously funded, Participant agrees to pay Lead Lender the amount to be paid by Participant for the Loan Participation in then available funds at the time Participant returns a fully executed copy of the Certificate of Participation to Lead Lender.

(b)    To the extent that a Loan has not been previously funded (or with respect to any advance against the Loan), on any Business Day Participant agrees to pay any amount to be paid by Participant for the Loan Participation as requested by Lead Lender by telephone, email, or letter and received by Participant not later than 4:30 p.m. New York City time on the preceding Business Day (the “cut-off time”). If Lead Lender’s funding request is received after the cut-off time on any Business Day, then Participant agrees to pay the required amount not later than the next Business Day. Further, if Lead Lender is required to fund Participant’s share of a Loan (or Loan advance), then any interest attributable to such amount shall be credited to Lead Lender until Participant funds its share. Lead Lender's request will contain a statement of (i) the amount of the advance, (ii) the date on which the advance is to be made to or for the benefit of Borrower, (iii) the portion of the advance which is to be funded by Participant, (iv) the date on which that portion of the advance is to be funded by Participant and (v) a statement indicating that all conditions precedent to such advance established by the Loan Documents have been met by the Borrower. On the date specified for funding of Participant's portion of an advance, Participant shall transfer funds to Lead Lender in a manner prescribed by Lead Lender and in an amount equal to Participant's portion of such advance.

(c)    Lead Lender will not provide an updated Certificate of Participation each time Participant funds its Pro Rata Share of an advance. Amounts actually advanced by Participant on account of Participant’s

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Loan Participation shall be recorded by Lead Lender and credited to Participant’s total Loan Participation obligation.

(d)    Lead Lender will not, without the prior written consent of Participant, make any advance if Lead Lender has actual knowledge of the occurrence of any event or existence of any condition that would relieve Lead Lender from any obligation to make the advance. In the event Participant fails to fund a required advance in a timely manner, Lead Lender may terminate its obligation to tender further investments in the Loan to Participant without notice.

(e)    On demand, Participant agrees promptly to pay to Lead Lender its share of Expenses actually incurred by Lead Lender. Participant’s share will be calculated based on a percentage amount equal to its Pro Rata Share.

4.Loan Closing and Administration.Lead Lender will exclusively negotiate the Loan with Borrower and shall arrange for execution, delivery, and recording of all Loan Documents. Lead Lender will exclusively administer and service the Loan (except as agreed to in writing by the parties or when Lead Lender is a participant in a loan originated by a third party lender and Participant's participation is actually a sub-participation) in accordance with the Servicing Agreement. Lead Lender will provide Participant, on a timely basis, (i) fully signed (and recorded, if applicable) copies of all Loan Documents, including any amendments or supplements thereto, (ii) copies of all loan requirements established under the Loan Documents (e.g., annual financial statements, insurance policies, etc.), which shall at minimum include annual financial statements of the Borrower and, for rural utilites loans, the Borrower’s annual RUS Financial and Operating Report - Electric Distribution (formerly known as RUS Form 7) or any equivalent or successor form thereto, (iii) promptly after approval by Lead Lender, any annual credit analysis required to be delivered pursuant to the Servicing Agreement, and (iv)all other reports required under the Servicing Agreement. Notwithstanding the foregoing, Lead Lender and Participant acknowledge and agree that in loans where the United States Rural Utilities Service (“RUS”) is a co-mortgagee, RUS manages insurance compliance and CoBank will not receive separate evidence of insurance policies.

5.    Remittances to Participant.

(a)    Upon receipt by Lead Lender of any principal and/or interest payment and/or other fees or payments (including Collections net of Expenses) in connection with the Loan, Lead Lender shall remit to Participant by wire transfer, or as otherwise directed by Participant, the portion thereof to which Participant is entitled hereunder as determined by the Certificate of Participation. In the event such transfer is not effected before 3:00 p.m. local time of Participant on the date such principal and/or interest and/or other fees or payments are received by Lead Lender (provided such payments are received before 11:00 a.m. local time of Lead Lender), Lead Lender shall pay Participant its portion as determined by its Pro Rata Share, of such interest as Lead Lender shall earn on said funds until the date such transfer is effected. In the event Lead Lender fails to invest such payments received by it in order to earn interest thereon, interest on Participant’s Pro Rata share shall be paid to Participant by Lead Lender at the Federal Funds rate.

(b)    Notwithstanding anything to the contrary contained herein, if Lead Lender remits to Participant any principal and/or interest payment and/or other fees or payments in connection with the Loan as provided in this paragraph 5, and if such remittance shall have been based on a check from the Borrower which is not honored by the bank upon which it is drawn for any reason, or if Lead Lender shall be required to repay Borrower or any other person or entity all or any portion of the principal and/or interest payment and/or other fees or payment remitted to Participant (the “Repayment Amount”), then Participant shall promptly, upon demand by Lead Lender, repay to Lead Lender Participant’s Pro Rata Share of the total

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Repayment Amount, together with interest thereon at such rate, if any, as Lead Lender shall be required to pay to the Borrower or such other person or entity with respect thereto.

6.    Review of Documents. By execution of this Agreement and/or the Certificate of Participation, Participant acknowledges that Participant has reviewed such documents as it has deemed appropriate in connection with the applicable Loan and has made its decision to purchase the related Loan Participation based upon such review and whatever further advice of Participant's own advisors as Participant has deemed appropriate. Participant further acknowledges that other than the representations and warranties contained in this Agreement, Lead Lender has made and shall make no representation whatsoever as to the form, substance or enforceability of any of the Loan Documents, the ability of Borrower or any other party obligated thereunder to make any payment contemplated thereby or any other matter with respect to the Loan and that Lead Lender is in no way a guarantor or surety of the performance by any party of its obligations in connection with the Loan. To the extent that Lead Lender has prepared (or has had prepared on its behalf) a credit analysis (other than the annual credit analysis referred to in Section 4(iii)) on a Borrower for its own credit review purposes (in the course of ordinary practice), it shall, upon Participant’s written request, provide a copy of such credit analysis (including any material updates) to Participant; provided, that Participant acknowledges and agrees that any such credit analysis (i) has been prepared solely for Lead Lender’s use and benefit, (ii) does not obviate Participant’s responsibility to undertake its own due diligence with respect to the Loan, and (iii) cannot and shall not form the basis of Participant’s purchase decision in any respect. Lead Lender makes no representation or warranty with regard to the accuracy or completeness of the information contained in any credit analysis shared with Participant.

7.    Records and Accounts. Promptly following generation, Lead Lender will provide Participant with copies of Lead Lender's standard participation accounting reports, as the form and content of those reports may change from time to time; provided, the foregoing shall not alleviate the Lead Lender of any reporting obligations under the Servicing Agreement. Lead Lender shall keep complete and accurate books, files and records of all matters pertaining to the Loan and make the same available for inspection and copying by Participant or Participant's authorized representative, at Participant's expense, at any reasonable time during Lead Lender's business hours.

8.    Loan Collections. Lead Lender has the exclusive right to, and will use reasonable efforts in attempting to, collect any and all items due or collectible in connection with the Loan including, without limitation, interest and principal payments and expense reimbursements. Lead Lender shall promptly give Participant written notice or other documentation indicating any material change in Borrower's condition or operation (including any sale or disposition of assets material to the Borrower’s operation), material collateral deficiency, and any bankruptcy or litigation proceeding affecting the Borrower.

9.    Default of Borrower.

(a)    If either party acquires any actual knowledge of (i) a material default in connection with the Loan or (ii) any matter which such party deems may affect the enforceability or collectability of the Loan, then the party having such knowledge will reasonably promptly thereafter notify the other party in writing, and the parties will thereafter consult as appropriate regarding any action to be taken in connection therewith. In the event of a disagreement as to the appropriate course of action in a given instance, the decision of the party (or parties, in the case of more than one Loan participant) with the larger percentage interest in the Loan will govern.

(b)    Upon an event of default by the Borrower, the percentage of the Loan Participation shall be fixed as a Pro Rata Share as of the date such default is declared. The resulting percentage allocation shall

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be used as the basis for distributing all subsequent charges, advances, and payments on the Loan during the period(s) of default only.

(c)    Within ten (10) Business Days after written request of Lead Lender, Participant will reimburse Lead Lender promptly Participant's Pro Rata Share of any Expenses that Lead Lender pays third parties in connection with enforcing the Loan, provided such amounts are reasonable, and are not reimbursed by any other party to the Loan Documents and are not directly related to Lead Lender's routine servicing of the Loan. If the dollar amount of such Expenses reasonably can be anticipated to exceed $2,500.00, Lead Lender will notify Participant prior to incurring such costs or expenses. If Participant fails to so reimburse Lead Lender, Lead Lender may deduct the amount Participant fails to remit from amounts to be remitted to Participant on account of its Loan Participation. Any legal proceedings for collection, foreclosure or liquidation shall be conducted in the name of Lead Lender. If any of the Collateral is acquired in partial or full payment of the Loan, legal title to such property shall be held in the name of Lead Lender for the benefit of Lead Lender and Participant (as well as any other participants in the Loan). Lead Lender and Participant shall share the net proceeds from the liquidation of any of the Collateral, and shall share in all losses with respect to the Loan according to the Pro Rata Share.

10.    Management Functions; Amendments.

(a) Except as provided in this paragraph 10 and subject to the Servicing Agreement, Lead Lender has sole responsibility for the management of all matters pertaining to the administration and servicing of the Loan. The rights of participants in a Loan, including rights of Participant, are subject to any terms in the Loan Documents that affect participants. Specific voting rights with respect to a Loan in which Participant has purchased a participation interest may be set forth in the applicable Certificate of Participation.

(b)    In the event Participant sells a portion of a Loan (a sub-participation) and the consent of Participant is required, such consent shall be provided by Participant without regard to the interest of any sub-participant existing at the time the consent is requested or given, and Lead Lender may rely on Participant’s written statement of its consent or denial of consent with respect to this paragraph.

(c)    If indicated in the Certificate of Participation, Lead Lender shall be entitled to receive a servicing fee (“Servicing Fee”) from Participant. The Servicing Fee shall be determined as set forth in the Certificate of Participation or as set forth in such other agreement as may be agreed between Lead Lender and Participant with respect to a specific Loan Participation. The Servicing Fee shall be paid in arrears, shall be payable out of interest payments made upon the Note, and shall be payable solely by Lead Lender's withholding of the Servicing Fee from interest payments otherwise payable to Participant by Lead Lender from the effective date of the Loan Participation until termination or maturity thereof. However, if interest is not paid in full when due, Participant shall have no personal liability for the Servicing Fee, which shall be collected only in the manner described herein.

11.    Limits of Lead Lender's Duties. Except as expressly set forth in this Agreement and/or the Certificate of Participation, or any modifications thereof, Lead Lender does not have any obligations to Participant relative to the Loan.

12.    Lead Lender's Duty of Care. Participant hereby acknowledges that Lead Lender in performance of Lead Lender's duties and obligations hereunder, shall only be obligated to exercise that degree of ordinary care as to the Loan which Lead Lender exercises in the conduct and management of loans for its own account. Lead Lender shall in any event administer each Loan in a commercially reasonable manner and in good faith for the benefit of Lead Lender and Participant.

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13.    Lead Lender's Warranties. Lead Lender hereby represents and warrants to Participant that at the time Lead Lender executes this Agreement and any Certificate of Participation and at the time that Participant is obligated to fund the purchase of a Loan Participation:

(a)    The execution, delivery and performance of this Agreement and the Certificate of Participation have been duly authorized by all requisite corporate or other action of Lead Lender and constitutes a valid legal and binding obligation of Lead Lender;

(b)    Lead Lender is, or upon the satisfaction of certain conditions contained in the Loan Documents, will be the owner of the Loan free of any lien or encumbrance and has the right to sell to Participant the applicable Loan Participation;

(c)    Lead Lender has in its possession, or will have in its possession prior to funding, fully executed originals or original counterparts of all of the Loan Documents;

(d)    Lead Lender has, to the best of its knowledge, provided Participant all current material credit information Lead Lender has as to the parties obligated in connection with the Loan requested by Participant (including, without limitation, all documentation related to subordination, intercreditor, cross-default, cross-collateralization, or shared-lien arrangements contemplated by Section 15(c)), and has provided copies of the Loan Documents relating to the Loan, and any information provided is, to the best of Lead Lender's knowledge, true, complete and accurate as to the subject matter thereof (as of the date thereof) except as otherwise noted by Lead Lender.

(e)    Where the Loan to be participated is presently in existence and previously funded, unless otherwise agreed to in writing, (i) there are no uncured events of default under the Loan and/or under the Loan Documents or events which, with the passage of time or upon the giving of notice, would become an event of default, (ii) the Loan is not more than 30 days delinquent in payment of principal and/or interest and is not otherwise in nonaccrual status, and (iii) to Lead Lender’s knowledge, the Borrower is in material compliance (without waiver, deferral, or forbearance by the Lead Lender) with all covenants in the Loan Documents.

(f)    To Lead Lender’s knowledge, after reasonable due diligence, the Loan Documents are enforceable by Lead Lender against the Borrower in accordance with their respective terms, subject to the future application of (i) bankruptcy, insolvency, fraudulent transfer, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity.

(g)    For the purpose of Participant’s compliance with the Bank Secrecy Act as applicable, Lead Lender represents and warrants to Participant that Lead Lender has collected from Borrower documentation supporting the Borrower’s tax ID, and Lead Lender agrees that, upon request from Participant, Lead Lender will make copies of such documents available to Participant.

14.    Participant Warranties. Participant hereby represents and warrants to Lead Lender that at the time Participant executes this Agreement and/or a Certificate of Participation:

(a)    The execution, delivery and performance of this Agreement and/or the Certificate of Participation have been duly authorized by all requisite corporate or other actions of Participant and constitutes a valid legal and binding obligation of Participant.

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(b)    Participant has the regulatory authority to purchase participations from Lead Lender and the financial ability to perform its obligations under this Agreement.

(c)    Except as disclosed to Lead Lender in writing at the time the Loan is offered for participation, Participant has no knowledge of any litigation, action, proceeding, or dispute before any federal or state court or governmental or administrative agency or instrumentality, pending or threatened against or affecting Participant which would prohibit it from entering into or performing this Agreement.

(d)    Participant has been furnished all information requested by Participant with respect to the Loan and Participant has made its own independent appraisal of the creditworthiness of Borrower, the value of the Collateral and the value of Participant’s interest and participation in the Loan and has not relied on any representations or warranties of Lead Lender in connection therewith other than as expressly set forth herein.

(e)    Participant has purchased the participation in the Loan for its own account for investment only and not with a view to the distribution or resale thereof. Participant further acknowledges that it has reviewed and approved the form and substance of the Loan Documents.

(f)    Participant is entitled to receive all payments to be made to it under this Agreement without the withholding of any tax.

15.    Further Transfers of Interests in the Loan and Further Advances by Lead Lender to Borrower.

(a)    Lead Lender, without prior written consent of Participant, will not assign this Agreement or any rights hereunder. Any sale by Lead Lender of additional participating interests in its portion of the Loan shall be accomplished without affecting the rights or obligations of Lead Lender or Participant thereunder except to the extent that paragraph 16 otherwise provides.

(b)    Both parties recognize that each Borrower is a customer of Lead Lender, and it is the desire of Lead Lender at all times to have the right and option to continue that relationship. In that regard, and unless otherwise prohibited or limited by the applicable Loan Documents, Lead Lender may make additional loans (or leases) to a Borrower without Participant’s prior written consent. Except as otherwise agreed to by the parties, and except as may otherwise be determined by law, additional loans to a Borrower by Lead Lender will not be subordinated in any respects to loans in which Participant has purchased a participation. Unless otherwise agreed in the Certificate of Participation, the Loan (and the Loan Documents) may be cross-defaulted with other loans made by Lead Lender to the Borrower or any other borrower related to the Borrower; provided, that Lead Lender will provide the Participant prompt notice of any default (or event that with the passage of time would become a default) under any such loans that are cross-defaulted with the Loan of which Lead Lender becomes aware. For purposes of this subsection and the following subsection, the term “loan” or “loans” shall include loan renewals and loan extensions and any transaction in which Lead Lender incurs any type of credit exposure to a Borrower.

(c)    If Lead Lender makes additional unsecured loans to a Borrower, then Participant’s pro rata share of Collections realized by Lead Lender as an unsecured creditor in connection with that Borrower’s liquidation or bankruptcy will be based on the ratio of the total of Participant’s participation loan balances in Borrower’s unsecured loans to the total of all Borrower’s loan balances on unsecured loans made by Lead Lender. If Lead Lender makes additional loans to a Borrower that are secured by the same collateral securing a loan in which Participant has purchased a Loan Participation, then Participant’s pro rata share of Collections realized from such collateral will be based on the ratio of the total of Participant’s participation loan balances

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in such secured loans to the total of all Borrower’s loan balances secured by that same collateral. Notwithstanding the foregoing, the parties understand that there may be subordination or other agreements in place with respect to a certain Borrower that may affect the amount and/or order of distribution of payments and Collections.

(d)    Participant may not, without Lead Lender's consent, which consent may not be unreasonably withheld, participate or assign the Loan Participation in whole or in part. Any assignments or sub-participations shall be without participant voting rights unless Lead Lender otherwise consents. Lead Lender shall acknowledge any such assignment or sub-participation in any manner reasonably requested by Participant.

16.    Insolvency. In the event Lead Lender becomes insolvent or the subject of a bankruptcy proceeding, makes an assignment for the benefit of creditors, is subjected to the appointment of any person to take charge of Lead Lender or Lead Lender's assets, has Lead Lender's interest in a Loan involuntarily sold or is in breach of Lead Lender's obligations hereunder, Participant will have the option on notice to Lead Lender to assume all of the powers granted to Lead Lender in this Agreement and to designate any person or firm, in its discretion, to exercise such powers. In such event, the Loan Documents and records relative to the Loan will be delivered promptly to Participant or its designee, as the case may be, together with such other documentation as Participant may reasonably request. In the event there are other participants as to a Loan which have similar rights as Participant, the participant with the then largest participating interest will have the option contemplated in this paragraph; provided, that if such participant shall not exercise such option, the remaining participants will have a right to exercise such option based upon the failure of each participant with a greater participation interest to exercise the option after notice from the subject participant requesting either an election of the option to assume Lead Lender’s powers or a release of the option.

17.    Default of Lead Lender.

(a)    The occurrence of any one or more of the following events will constitute an event of default hereunder:

(i)    Lead Lender fails to remit funds to Participant within four (4) Business Days of when such funds were received by Lead Lender.

(ii)    Lead Lender breaches any other material covenant or term, or fails to perform any obligation under this Agreement and such breach or failure is not cured within thirty (30) days of receipt by Lead Lender of notice thereof by Participant.

(iii)    Any warranty, representation, or statement now or hereafter furnished by or on behalf of Lead Lender to Participant in connection with this Agreement proves to be false or misleading in any material respect when furnished.

(iv)    Lead Lender is not exercising Lead Lender's management functions set forth under paragraph 10 of this Agreement in accordance with its duty of care under paragraph 12 of this Agreement.

(b)    Upon the occurrence of an event of default by Lead Lender, Participant may, at its sole option and discretion, and upon written notice to Lead Lender, do any one or more of the following:

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(i)    Suspend the Servicing Fee provided to Lead Lender under paragraph 10 of this Agreement (but only where Participant assumes the management functions) and/or commence to renegotiate with Lead Lender the terms and conditions of the servicing.

(ii)    Purchase Lead Lender's interest in any Loan at any time and/or to assume the management functions (including loan servicing) set forth in paragraph 10 of this Agreement as to any Loan. In the event of the discharge of Lead Lender from its management functions, Participant may notify Lead Lender that Lead Lender has been discharged from further duties relating to the receipt and collection of payments with respect to the Loan, and of the duty to service, manage, collect and enforce the Loan and that Participant shall undertake said duties. In the event of the discharge of Lead Lender in accordance with this paragraph, the servicing fee shall not be deducted or withheld from payments made to Participant for so long as Lead Lender remains discharged and Participant shall exercise the same degree of care in discharging its duties under this paragraph as it would take under similar circumstances for its own account. Lead Lender will execute such documents and take such action as is reasonably required to implement this provision. In the event Participant exercises its option to purchase Lead Lender's ownership interest in any Loan the purchase price will be equal to Lead Lender's undivided interest in the loan principal as then outstanding plus accrued interest thereon and the allocable share, if any, of costs, expenses and reasonable attorney’s fees paid by Lead Lender through the date of purchase (plus a broken funding fee, if any). In the event Participant exercises its option to assume the management function set forth in paragraph 10 of this Agreement, it shall be entitled to retain the Servicing Fee established in paragraph 10 hereof as set out in the Certificate of Participation.

(iii)    Exercise Participant's rights and remedies under the Agreement, the Certificate of Participation or any other agreement between Lead Lender and Participant or which are otherwise provided for at law or in equity.

18.    Lead Lender's Purchase of the Loan Participation. Lead Lender reserves no duty, right, obligation or option to purchase from Participant any of Participant’s Loan Participation in any Loan.

19.    Notices. Any notice or consent required or permitted to be given hereunder must be in writing and served by mail. Notice or consent may also be served personally, by private courier service with a receipt for delivery or by telecopier; notice or consent served by mail shall be by registered or certified mail with evidence of post office mailing and return receipt requested; additionally, notice or consent served by mail, private courier service or telecopier shall be addressed as follows:

If to Farmer Mac:

Farmer Mac

Vice President – Institutional Business

1999 K Street, NW 4th Floor,

Washington, DC 20006

Attention: Jitin K. Singhal, CFA

Email: feainfo@farmermac.com

With a copy to:

Farmer Mac

Executive Vice President – Chief Credit Officer

1999 K Street, NW 4th Floor,

Washington, DC 20006

Attention: Curt Covington

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Email: ccovington@farmermac.com

Email: tmclaughlin@farmermac.com

If to CoBank:

CoBank, ACB and CoBank, FCB

6340 S. Fiddlers Green Circle

Greenwood Village, Colorado 80111

Attention: Bill Fox

Email: bfox@cobank.com

Email: MB_CapitalMarkets@cobank.com

Any notice, request, demand, claim or other communication shall be deemed to have been duly given (a) on the date delivered if by personal delivery; (b) on the date sent by telecopier (followed by hard copy in accordance with clause (c) or (d) below); (c) on the next Business Day following confirmed delivery to the courier if sent by private courier service; and (d) five Business Days following delivery to the post office if sent by certified or registered mail. Either party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party written notice in the manner herein set forth.

20.    Securities Laws. Participant releases Lead Lender to the maximum extent permissible under law from any liability under the state or federal securities laws arising from the failure of Lead Lender to register a Loan Participation. Participant and Lead Lender acknowledge that it is their respective analysis that a Loan Participation is either not a security under federal or state law or, if a security, is exempt from registration or qualification. Participant and Lead Lender agree that this agreement is not intended and is not to be construed to create or represent a partnership or joint venture.

21.    Liability For Damages. Except for a failure to act or perform in good faith, gross negligence or willful misconduct, neither Lead Lender nor Participant shall be liable for monetary damages to the other party for any action taken or omitted, or any error in judgment relating to the terms and provisions of the Agreement, the Collateral, the Loan Documents, a Loan Participation or a Loan. In no case shall either party be responsible for incidental, consequential, or punitive (exemplary) damages.

22.    Waiver of Jury Trial. COBANK AND FARMER MAC EACH IRREVOCABLY WAIVES, 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 THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

23.    General. Each party hereto shall pay its own attorney's fees incurred in connection with the negotiation and execution of this Agreement. Whenever in this Agreement the consent or approval of either party is sought, such consent or approval shall not be unreasonably withheld and will be deemed given unless written disapproval is given no later than five (5) Business Days after receipt of written request therefore unless the parties agree to an extension of this deadline. Except as expressly set forth herein, this Agreement and the terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter, supersedes all prior and contemporaneous agreements (except as agreed to by the parties) between the parties with respect to that subject matter and may not be modified, amended or otherwise changed in any manner except by a writing executed by the party to be

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charged. The failure at any time by either party to require strict compliance with any provisions of this Agreement shall not affect that party's continuing right to require compliance. Any suspension or waiver by either party of any event of default under this Agreement shall not affect any other event of default hereunder and that party's remedies with respect thereto, regardless of when said event of default occurs and the nature of said event of default. If any term or provision of this Agreement or the application thereof is held invalid or unenforceable as to any party, the balance of the Agreement will not be affected thereby, and each remaining term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. This Agreement is not intended to benefit, and shall not benefit any third parties. For purposes of this Agreement, time is of the essence. This Agreement shall be construed under and governed by the laws of the State of Colorado except to the extent that this Agreement is governed by federal law. Paragraph headings in this Agreement are for convenience only and not an aid in interpretation.

24.    Termination of Agreement. Notwithstanding paragraphs 16 and 17, Lead Lender or Participant may terminate this Agreement any time upon sixty (60) days written notice to the other, subject to completion of the respective obligations of Lead Lender and Participant with respect to any Loan Participation in effect at termination and provided that any such termination shall not operate to extinguish any Loan Participation that remains outstanding.

25.    Counterparts. This Agreement (and any Certificate of Participation delivered hereunder) may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

[SIGNATURES FOLLOW ON NEXT PAGE]

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THIS MASTER NON-RECOURSE LOAN PARTICIPATION AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR CONTEMPORANEOUS AGREEMENTS, ORAL OR WRITTEN, OR ANY SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

COBANK, ACB	FEDERAL AGRICULTURAL MORTGAGE
	CORPORATION
By: /s/ Eric Itambo	By: /s/ John C. Covington
Name: Eric Itambo	Name:John C. Covington
Title: Chief Banking Officer	Title: Executive Vice President - Chief Credit Officer
COBANK, ACB
By: /s/ Eric Itambo
Name: Eric Itambo
Title: Chief Banking Officer

[Signature Page to Master Non-Recourse Loan Participation Agreement]

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EXHIBIT A

to

Master Non-Recourse Loan Participation Agreement

CERTIFICATE OF PARTICIPATION

<Date>

This Certificate of Participation (“Certificate of Participation”) is issued pursuant to that certain Master Non-Recourse Loan Participation Agreement, and any amendments thereto, currently in effect, among CoBank, ACB and CoBank, FCB (collectively, “CoBank” or “Lead Lender”) and FEDERAL AGRICULTURAL MORTGAGE CORPORATION (“Farmer Mac” or “Participant”) dated February 13, 2019 (the “Participation Agreement”). Subject to the terms and conditions of the Participation Agreement and this Certificate of Participation, the following terms shall apply to the Loan Participation described herein:

1.	Name of Borrower:	< > (“Borrower”), pursuant to the < >, dated as of < > (as may hereafter be amended, (the “Credit Agreement”), among Borrower, < > as Administrative Agent and the Lenders party thereto (the Credit Agreement and any other instruments, documents or agreements, including security agreements of any kind, entered into in connection with the Credit Agreement are referred to collectively as the “Loan Documents”).
2.	A) Lead Lender: B) Participant:	<CoBank> <Farmer Mac>
3.	Lead Lender’s Commitment(s):	<> $<>
4.	Basis of Participant’s participation(s):	A pro rata interest in: <> $<>
5.	Loan terms and Interest Rate(s):	As set forth in the applicable Loan Documents.
6.	Letter of Credit Fee(s):	Participant to receive its pro rata portion, payable as outlined in the applicable Loan Documents.
7.	Servicing Fees:	<Participant will pay Lead Lender a <> basis point Servicing Fee per annum, calculated on their basis of participation, payable by deduction of interest accruals and reduced interest rate.>
8.	UpFront Fee:	Lead Lender will pay Participant <> bps ($< >) upfront fee on the effective date of this Certificate of Participation.
9.	<Unused> Commitment Fee:	<_____>

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10.	Pricing:	<Par (100) plus adjustment for premium or discount due to mark-to-market will be determined on the day of closing.>
11.	Sub-participant(s):	Any sale of a sub-participation will require Lead Lender’s consent as set forth in Section 15(d) of the Participation Agreement. If Participant elects to sub-participate any of its interest in the loan commitments, the sub-participant will have no voting rights under the Loan Documents.
12.	Voting Rights	Pursuant to Schedule I attached hereto.
13.	Funding Deadline	Pursuant to Section 3(b) of the Participation Agreement, the cut-off time is <4:30 p.m. New York time one (1) Business Day prior to the funding date>.

ADDITIONAL TERMS:

To the extent any conflict exists between this Certificate of Participation and the Participation Agreement, the terms of this Certificate of Participation shall control. To the extent any conflict exists between this Certificate of Participation and the Loan Documents, or between the Participation Agreement and the Loan Documents, the terms of the Loan Documents shall control. Except for terms defined in this Certificate of Participation or in the Loan Documents, all terms used herein shall have the same meaning as such terms are given in the Participation Agreement.

All ordinary costs of loan servicing shall be borne by Lead Lender. Unless specifically indicated otherwise in the Participation Agreement, all other costs, expenses (including attorneys’ fees) or losses incurred in connection with the Loan Participation (or Participation Loan) shall be shared on a pro rata basis based on Participant’s percentage interest in the Participation Loan.

Participant hereby acknowledges that it is purchasing an undivided participation interest based upon its own independent credit judgment and not in reliance on any expressed or implied representations or warranties which may have been made by Lead Lender, except those set forth in the Participation Agreement and this Certificate of Participation.

Unless otherwise prohibited or limited by the Loan Documents, Lead Lender may make additional loans (or leases) to Borrower without Participant’s prior written consent.

Except as otherwise agreed to by the parties, and except as may otherwise be determined by law, additional loans to a Borrower by Lead Lender will not be subordinated in any respects to loans in which Participant has purchased a participation. Unless otherwise agreed in this Certificate of Participation, the participated loan(s) may be cross-defaulted with other loans made by Lead Lender to Borrower or any other borrower related to the Borrower.

For purposes of the preceding paragraphs, the term “loan” or “loans” shall include loan renewals and loan extensions and any transaction in which Lead Lender incurs any type of credit exposure to Borrower.

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Participant’s signature below constitutes an acceptance of Lead Lender’s offer of participation in the loans identified above and a waiver of any additional requirements on participation offers that may be imposed by the Participation Agreement. The manually executed, facsimile transmitted, or electronically transmitted signature of either or both of the parties hereto (or their representatives) shall be deemed to be an original. This Certificate of Participation may be executed in multiple, original counterparts, each of which shall constitute and serve as an original hereof (even if transmitted by facsimile, or by electronic mail), but all of which when taken together shall constitute one and the same agreement.

Agreed to: <Lead Lender> By: ___________________________________ Its: ____________________________________ Agreed to: <Participant> By: ___________________________________ Its: ____________________________________

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Schedule I

to

Certificate of Participation

To the extent that the Lead Lender is permitted to vote and/or consent with respect to the following rights under the Loan Documents, Lead Lender will not without the prior written consent of all affected participants in a loan in which Participant has purchased a participation interest (subject to Section 9(a) of the Participation Agreement):

(a)    Make or consent to any release, substitution or exchange of all or substantially all of the Collateral, other than any partial or other releases authorized by or provided for in the Loan Documents (or otherwise in the ordinary course of Borrower’s business), or any release or substitution of any guarantor, surety or other obligor of Borrower's obligations under the loan.

(b)    Reduce the amount of or postpone the date for any scheduled payment of any principal of or interest on the loan (or loans) or any fees payable in respect thereto.

(c)    Decrease the interest rate spread of a loan, or, if a pricing grid is in effect with respect to a loan, decrease the pricing limits of the grid.

(d)    Increase a participant’s commitment in the loan.

As used above, an “affected participant” means a person or entity (i) who purchased a participation interest in the loan from Lead Lender (or a permitted assignee of such person or entity), and (ii) whose rights and/or interests in the loan would be affected in any material respect or diminished by the occurrence of any of the above listed actions. In any case, rights of participants in a loan, including rights of Participant, are subject to any terms in the Loan Documents that affect participants.

THIS SCHEDULE I IS INCORPORATED INTO THE CERTIFICATE OF PARTICIPATION AS IF FULLY SET FORTH THEREIN.

Lead Lender: Participant:

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EX-10.2

COBANK, ACB,

as Loan Participation Servicer

and

FEDERAL AGRICULTURAL MORTGAGE CORPORATION,

as Loan Participation Holder

LOAN PARTICIPATION SERVICING AGREEMENT

Dated as of February 13, 2019

TABLE OF CONTENTS

ARTICLE I Defined Terms..............................................................................................................1

Section 1.01.General Definitions................................................................................................ .1

Section 1.02.Other Definitional Provisions................................................................................. 3

ARTICLE II Administration and Servicing of Loan Participations............................................. 4

Section 2.01.General Servicing Provision.................................................................................. 4

Section 2.02.Agency Relationship...............................................................................................4

Section 2.03.Modifications, Waivers, Consents..........................................................................4

Section 2.04.Powers of Attorney.................................................................................................5

Section 2.05.Loan Participation Reporting................................................................................5

Section 2.06.Remittances............................................................................................................6

Section 2.07.Realization Upon Defaulted Loans........................................................................6

Section 2.08.Servicing Compensation and Reimbursement.......................................................7

Section 2.09.Servicer Default.....................................................................................................7

Section 2.10.Resignation and Termination of Loan Participation Servicer..............................8

Section 2.11.Inspection Rights...................................................................................................9

Section 2.12.Limitation on Liability of the Loan Participation Servicer and Others................9

Section 2.13.Statements and Certificates to Loan Participation Holder...................................9

ARTICLE III Representations and Warranties...........................................................................10

Section 3.01.Representations and Warranties of the Loan Participation Servicer..................10

Section 3.02.Representations and Warranties of the Loan Participation Holder....................11

Section 3.03.Remedies for Breach of Representations and Warranties...................................12

ARTICLE IV Miscellaneous........................................................................................................12

Section 4.01.Governing Law.....................................................................................................12

Section 4.02.WAIVER OF JURY TRIAL...................................................................................12

Section 4.03.Demands, Notices, Communications...................................................................13

Section 4.04.Severability of Provisions....................................................................................13

Section 4.05.Amendment..........................................................................................................14

Section 4.06.Counterparts.......................................................................................................14

Section 4.07.Authorized Officers............................................................................................14

Section 4.08.Assignability......................................................................................................14

Exhibit A – Annual Officer’s Certificate

Exhibit B – Distribution Report (Form)

Exhibit C – Loan Setup File (Form)

Exhibit D – Portfolio Financial Data Report (Form)

Exhibit E – Portfolio Risk Rating Report (Form)

This LOAN PARTICIPATION SERVICING AGREEMENT (this “Servicing Agreement”) is made and entered into as of February 13, 2019 by and between COBANK, ACB, a federally chartered instrumentality of the United States (the “Loan Participation Servicer”), and the FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally chartered instrumentality of the United States (the “Loan Participation Holder”).

WHEREAS, the Loan Participation Holder has purchased and may purchase from time to time Loan Participations from the Loan Participation Servicer in its capacity as “Lead Lender” under the Master Non-Recourse Loan Participation Agreement dated as of February 13, 2019 (as amended from time to time, the “Participation Agreement”) between the Loan Participation Servicer and the Loan Participation Holder; and

WHEREAS, the parties desire that the Loan Participation Servicer service the Loan Participations that the Loan Participation Holder has purchased on behalf and for the benefit of the Loan Participation Holder.

NOW, THEREFORE, the parties to this Servicing Agreement, 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:

ARTICLE I

Defined Terms

Section 1.01. General Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Participation Agreement. Whenever used in this Servicing Agreement, the following words and phrases shall have the following meanings:

Annual Officer’s Certificate: A certificate completed and executed by the Servicing Officer on behalf of the Loan Participation Servicer in accordance with Section 2.13. Each Annual Officer’s Certificate shall be substantially in the form of Exhibit A hereto (with such changes and modifications as the Loan Participation Servicer and the Loan Participation Holder shall agree from time to time).

Borrower Rating: The borrower risk rating assigned by the Loan Participation Servicer to a Participated Loan from time to time in accordance with the Loan Participation Servicer’s internal risk rating system.

Change of Control: The Loan Participation Servicer ceases to be a federally-chartered agricultural credit bank with a majority of its shares of voting stock owned by its eligible borrowers.

Customary Servicing Procedures: With respect to the Loan Participation Servicer, the customary and usual standards of practice employed by the Loan Participation Servicer when servicing and administering loans in the Loan Participation Servicer’s portfolio of a type comparable to the Loan Participations sold pursuant to this Servicing Agreement, including the Participated Loans.

Defaulted Loan:Any Participated Loan as to which (i) any payment or part thereof, remains unpaid for thirty (30) days or more after the original due date for such payment, (ii) the related Borrower is subject to any bankruptcy or insolvency proceeding, (iii) the lien of the related Collateral has been foreclosed or otherwise enforced, sold pursuant to a power of sale or trustee’s sale or repossessed, or proceedings for foreclosure, sale or repossession have been commenced, or (iv) the Loan Participation Servicer has determined, consistent with Customary Servicing Procedures, that such Loan Participation is not collectible.

Distribution Report:A report in an electronic format reasonably acceptable to the Loan Participation Holder (e.g., spreadsheet or CSV format), which shall be substantially in the format attached hereto as Exhibit B (or as otherwise agreed to between the parties from time to time) that identifies each Loan Participation and contains at minimum the fields set forth in Exhibit B (or as otherwise agreed to between the parties from time to time) for each Loan Participation.

Loan Participation: An undivided interest in a loan purchased by the Loan Participation Holder pursuant to the Participation Agreement.

Loan Participation Holder: As defined in the recitals.

Loan Participation Servicer: As defined in the recitals.

Loan Setup File: The information about each Loan Participation serviced by the Loan Participation Servicer, as provided to the Loan Participation Holder by the Loan Participation Servicer pursuant to Section 2.05. The Loan Setup File shall be provided in an electronic format reasonably acceptable to the Loan Participation Holder (e.g., spreadsheet or CSV format), which shall be substantially in the format attached hereto as Exhibit C (or as otherwise agreed to between the parties from time to time) that identifies each Loan Participation and contains at minimum the fields set forth in Exhibit C (or as otherwise agreed to between the parties from time to time) for each Loan Participation.

Participated Loan: The loan in which the Loan Participation Holder has purchased a Loan Participation pursuant to the Participation Agreement.

Participation Agreement: As defined in the recitals.

Person: Any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or governmental authority.

Portfolio Financial Data Report: A report in an electronic format reasonably acceptable to the Loan Participation Holder (e.g., spreadsheet or CSV format) that identifies each Loan Participation and contains the information required by and contained in the Borrower’s annual Financial and Operating Report to the USDA Rural Utilities Service (Form 7 or Form 12, as applicable), the substance of which report the Loan Participation Holder may reasonably request from time to time (and which initially is attached as Exhibit D), and which may be included on a consolidated report of other loans serviced by the Loan Participation Servicer on behalf of the Loan Participation Holder in such other capacity.

2

Portfolio Risk Rating Report:A report in an electronic format reasonably acceptable to the Loan Participation Holder (e.g., spreadsheet or CSV format), which shall be substantially in the format attached hereto as Exhibit E (or as otherwise agreed to between the parties from time to time) that identifies each Loan Participation and contains at minimum the fields set forth in Exhibit E (or as otherwise agreed to between the parties from time to time) for each Loan Participation, and which may be included on a consolidated report of other loans serviced by the Loan Participation Servicer on behalf of the Loan Participation Holder in such other capacity.

Reporting Quarter: Each calendar quarter ending March 31, June 30, September 30, and December 31.

Risk Rating Methodology: The Loan Participation Servicer’s current internal risk rating methodology for determining Borrower Ratings.

Sale Date: Each closing date upon which the sale of one or more Loan Participations is sold to Loan Participation Holder.

Servicing Agreement: As defined in the recitals.

Servicer Default: An event described in Section 5.11.

Servicing Fee: With respect to each Loan Participation, the product of (i) the Servicing Fee Rate with respect to such Loan Participation, and (ii) the outstanding principal amount of such Loan Participation, which shall accrue in arrears corresponding to the date on which interest on such Loan Participation is payable and computed on the basis of the same time period with respect to which interest on such Loan Participation is computed, without giving effect to any principal amount of such Loan Participation paid or payable on the applicable interest payment date.

Servicing Fee Rate: With respect to each Loan Participation, a rate per annum as specified in the related Certificate of Participation.

Servicing Officer: Any officer of the Loan Participation Servicer involved in, or responsible for, the administration and servicing of the Loan Participations whose name and specimen signature appears on a list of Servicing Officers furnished to the Loan Participation Holder by the Loan Participation Servicer from time to time.

Section 1.02. Other Definitional Provisions.

(a)    All terms defined in this Servicing Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b)The words “hereof,” “herein,” “hereunder,” and words of similar import when used in this Servicing Agreement shall refer to this Servicing Agreement as a whole and not to any particular provision of this Servicing Agreement; Section and Exhibit references contained in this Servicing Agreement are references to Sections and Exhibits in or to this Servicing Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.”

3

(c)The definitions contained in this Servicing Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

ARTICLE II

Administration and Servicing of Loan Participations

Section 2.01. General Servicing Provision. The Loan Participation Servicer hereby agrees to service and administer the Loan Participations in accordance with the terms of this Servicing Agreement, applicable law, and the terms of the Participation Agreement and the Loan Participations, respectively. In connection with such servicing and administration, the Loan Participation Servicer shall, consistent with and subject to all other servicing-related provisions in this Servicing Agreement and the Participation Agreement, have full power and authority, acting alone and/or through sub-servicers, to do or cause to be done any and all things, in connection with such servicing and administration, that the Loan Participation Servicer may deem necessary or desirable and consistent with the terms of this Servicing Agreement and the Loan Participation Servicer’s Customary Servicing Procedures. The Loan Participation Servicer will exercise the same care in servicing the Loan Participations that it exercises in servicing loans to the same Borrower held in the Loan Participation Servicer’s portfolio. The Loan Participation Servicer will act in the best interest of the Loan Participation Holder in servicing Loan Participations. Without limiting the generality of the foregoing, the Loan Participation Servicer, in its own name or in the name of the Loan Participation Holder, is hereby authorized and empowered by the Loan Participation Holder, when the Loan Participation Servicer believes it appropriate in its reasonable judgment (subject to the terms of this Servicing Agreement, the Participation Agreement, and the applicable Certificate of Participation), to execute and deliver on behalf of the Loan Participation Holder any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Loan Participations and with respect to the related Participated Loans. For the avoidance of doubt, until the occurrence of a Servicer Default, the Loan Participation Servicer shall be the sole point of contact with all Borrowers in the Participated Loans and the Loan Participation Holder will not contact any Borrower without the prior written consent of the Loan Participation Servicer.

Section 2.02. Agency Relationship. The relationship of the Loan Participation Servicer (and of any successor to the Loan Participation Servicer as servicer under this Servicing Agreement) to the Loan Participation Holder under this Servicing Agreement is intended by the parties to be that of an independent contractor and not that of a joint venture, partner or agent.

Section 2.03. Modifications, Waivers, Consents. In accordance with the terms of this Servicing Agreement, the Participation Agreement, and the applicable Certificate of Participation, the Loan Participation Servicer may waive, modify, amend or vary any term of any Loan Participation or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Borrower if, in the Loan Participation Servicer’s judgment and consistent with Customary Servicing Procedures, such waiver, modification, consent, postponement or indulgence will make it more likely that such Borrower will be able to successfully repay the

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Loan Participation in question. Notwithstanding the foregoing, the Loan Participation Servicer shall not take or consent to any action, including any waiver, deferral or forbearance, or course of action without first obtaining the Loan Participation Holder’s prior written consent if such action or course of action requires the Loan Participation Holder’s consent or approval pursuant to the applicable Certificate of Participation.

(a)To the extent the terms of any Participated Loan are modified or amended, the Loan Participation Servicer shall promptly notify the Loan Participation Holder of such modification or amendment and provide the Loan Participation Holder with updated data tapes or loan specifications that the Loan Participation Holder may reasonably request in a format reasonably acceptable to the Loan Participation Holder. In addition to the foregoing, and regardless of whether any action is proposed to be taken by the Loan Participation Servicer with respect to a Loan Participation or a Participated Loan, the Loan Participation Servicer shall notify the Loan Participation Holder promptly after becoming aware of: (A) each event of default (as such term is defined in the documentation for the applicable Participated Loan) that has occurred and is continuing under the documentation for any Participated Loan, (B) any receipt of a notice of a Borrower’s violation or potential violation of applicable environmental laws pertaining to environmental hazards, (C) any proposed material change in the control or ownership of a Borrower, and (D) any material pending lawsuit involving a Borrower or Collateral which in the opinion of the Loan Participation Servicer would materially and adversely affect such Borrower’s ability to perform its obligations under the Loan Documents. Notwithstanding the foregoing, the Loan Participation Holder acknowledges and agrees that, with respect to any Participated Loan for which the Loan Participation Servicer is not the lender of record, the Loan Participation Servicer’s ability to waive, modify, amend or vary any term of the related Participated Loan, and its ability to exercise remedies with respect thereto, may be limited by its terms to the rights of all or a majority of interest holders in the Participated Loan.

Section 2.04. Powers of Attorney. Without limiting the generality of the foregoing, the Loan Participation Servicer is hereby authorized and empowered to execute and deliver on behalf of itself and the Loan Participation Holder all agreements and instruments as may be necessary or desirable in connection with the performance of its rights and obligations pursuant to this Servicing Agreement. If reasonably required by the Loan Participation Servicer, the Loan Participation Holder shall furnish the Loan Participation Servicer with any powers of attorney and other documents necessary or appropriate to enable the Loan Participation Servicer to carry out its servicing and administrative duties under this Servicing Agreement, the Participation Agreement, and any other documentation pertaining to the Loan Participations and the Participated Loans.

Section 2.05. Loan Participation Reporting. The Loan Participation Servicer will provide the following reports to the Loan Participation Holder, which reports may be transmitted via e-mail to LoanAdministration@farmermac.com or in such other form as may be agreed between the Loan Participation Holder and the Loan Participation Servicer:

(i)Not later than two (2) Business Days prior to the Pricing Date for a Loan Participation, the Loan Participation Servicer shall provide a Loan Setup File to the Loan Participation Holder with respect to each Loan Participation contemplated to be purchased by the Loan Participation Holder pursuant to Participation Agreement;

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(ii)On the last day of each calendar month (or next succeeding Business Day), a Distribution Report;

(iii)Within fifteen (15) days of the end of each Reporting Quarter, a Portfolio Risk Rating Report;

(iv)By not later than July 31 of each year, a Portfolio Financial Data Report;

(v)Within thirty (30) days after the Loan Participation Servicer adopts or implements any material changes to its Risk Rating Methodology, written notice thereof;

(vi)Promptly after receipt, copies of audited financial statements that the Loan Participation Servicer receives with respect to each Borrower in accordance with the Loan Documents; and

(vii)Promptly after approval by the Loan Participation Servicer, any annual credit analysis (including risk rating) on a Borrower that is prepared by the Loan Participation Servicer for its own credit review process in the course of its ordinary business practices, subject to the qualifications set forth in Section 6 of the Participation Agreement.

Section 2.06. Remittances. The Loan Participation Servicer will proceed diligently and promptly to (i) collect all payments due under each of the Loan Participations it services when the same shall become due and payable and (ii) remit all payments due to the Loan Participation Holder in respect of each Loan Participation (net of amounts permitted to be withheld hereunder and/or under the Participation Agreement) in accordance with the Participation Agreement. All funds held by the Loan Participation Servicer in respect of each Loan Participation (net of amounts permitted to be withheld under the Participation Agreement) shall be held in trust for the benefit of the Loan Participation Holder until remitted to the Loan Participation Holder.

Section 2.07. Realization Upon Defaulted Loans.

(a)The Loan Participation Servicer shall use reasonable efforts to realize upon Defaulted Loans in such manner as in the Loan Participation Servicer’s judgment will maximize the receipt of principal and interest by all interest holders of the Participated Loan, including the Loan Participation Holder. For each Participated Loan as to which the Loan Participation Holder’s Pro Rata Share exceeds fifty percent (50%):

(i)the Loan Participation Servicer shall use reasonable efforts to work out a troubled Participated Loan before proposing foreclosure, a deed in lieu of foreclosure, a pre-foreclosure sale, or otherwise liquidating Collateral;

(ii)the Loan Participation Servicer shall use reasonable efforts to liquidate or otherwise comparably convert the ownership of Collateral securing such of the Participated Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments;

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(iii)in any case in which Collateral shall have suffered material damage and in the opinion of the Loan Participation Servicer there are insufficient funds or no reasonable likelihood that there will be sufficient funds received in the future from insurance proceeds, any federal or state governmental agency or any other sources, the Loan Participation Servicer shall promptly notify the Loan Participation Holder to allow it the opportunity to expend funds toward restoration; and

(iv)the decision of the Loan Participation Servicer to foreclose on a Defaulted Loan or otherwise liquidate Collateral shall be subject to the written consent of the Loan Participation Holder as set forth in the applicable Certificate of Participation.

(b)Any proceeds from liquidated Collateral to which the Loan Participation Holder is entitled will be paid first, to the Loan Participation Servicer for previously unreimbursed Expenses under the Participation Agreement; second, to the Loan Participation Servicer, for payment of any unpaid Servicing Fee with respect to the Loan Participation relating to such Collateral; third, to the Loan Participation Holder in respect of accrued interest; and fourth, to the Loan Participation Holder as a recovery of principal of such Loan Participation.

Section 2.08. Servicing Compensation and Reimbursement. The Loan Participation Servicer shall be entitled to an amount equal to the accrued and unpaid Servicing Fee with respect to each Loan Participation. The Servicing Fee shall be paid in arrears, and the Loan Participation Servicer shall be entitled to retain an amount equal to the accrued and unpaid Servicing Fee with respect to each Loan Participation out of the interest portion of amounts collected by the Loan Participation Servicer with respect to such Loan Participation; provided, that any accrued and unpaid Servicing Fee may only be withheld from future interest payments on the Loan Participation for which the unpaid Servicing Fee accrued. Notwithstanding the foregoing, the Servicing Fee shall only be retained by the Loan Participation Servicer in each month that the Loan Participation Holder receives interest in full for such month in respect of the Loan Participation for which the Servicing Fee would have been retained. The Loan Participation Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor except as specified herein and in the Participation Agreement.

Section 2.09. Servicer Default.

(a)Each of the following events shall constitute a servicer default (each, a “Servicer Default”):

(i)any default by the Loan Participation Servicer as “Lead Lender” under the Participation Agreement that remains unremedied within the timeframe(s) specified therein; or

(ii)failure on the part of the Loan Participation Servicer duly to observe or perform in any material respect any of the covenants or agreements on the part of the Loan Participation Servicer in this Servicing Agreement which continues unremedied for a period of forty-five (45) days after the date on which written notice of such failure, requiring the

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same to be remedied, shall have been received by the Loan Participation Servicer from the Loan Participation Holder; or

(iii)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Loan Participation Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or

(iv)consent by the Loan Participation Servicer to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Loan Participation Servicer or to all or substantially all of its property; or

(v)the Loan Participation Servicer’s admission in writing of its inability to pay its debts generally as they become due, filing of a petition to invoke any applicable insolvency or reorganization statute, making of an assignment for the benefit of its creditors, or voluntarily suspending payment of its obligations; or

(vi)a court of competent jurisdiction shall have found that the Loan Participation Servicer or any of its senior executive officers has committed an act of civil fraud; or

(vii)the Loan Participation Servicer or any of its principal officers shall have been convicted of any criminal act related to the Loan Participation Servicer’s lending or mortgage selling or servicing activities;

(viii)the Loan Participation Servicer consummates a transaction that results in a Change of Control; or

(ix)the Loan Participation Servicer ceases to be in good standing under the laws of its governing jurisdiction for a period of thirty (30) days following notice thereof by any governmental authority having jurisdiction over such determination.

(b)Upon the occurrence of a Servicer Default, and so long as such Servicer Default shall not have been remedied, the Loan Participation Holder may (a) terminate all obligations and duties imposed upon the Loan Participation Servicer under this Servicing Agreement, and (b) name and appoint a successor or successors (including itself) to succeed to and assume all of such obligations and duties of the Loan Participation Servicer. Such actions shall be effected by notice in writing to the Loan Participation Servicer and shall become effective upon receipt of such notice by the Loan Participation Servicer and the acceptance of such appointment by such successor or successors.

Section 2.10. Resignation and Termination of Loan Participation Servicer. The Loan Participation Servicer may at any time resign and terminate its obligations under this Servicing Agreement upon at least one hundred eighty (180) days’ prior written notice to the Loan Participation

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Holder; provided, however, that no such resignation or termination shall be effective until a successor servicer reasonably acceptable to the Loan Participation Holder is appointed (and accepts such appointment). Notwithstanding the foregoing, if a successor servicer has not been appointed within two hundred seventy (270) days following the delivery of a notice of resignation by the Loan Participation Servicer, the Loan Participation Servicer may (but shall not be obligated to) resign notwithstanding the lack of appointment of a successor.

Section 2.11. Inspection Rights. The Loan Participation Servicer shall, upon three (3) Business Days’ prior written request from the Loan Participation Holder, during normal business hours, permit the Loan Participation Holder to examine, inspect, and/or audit the servicing files and servicing controls which relate to Loan Participations. These inspection rights shall extend to representatives of the Farm Credit Administration (as the governmental authority that regulates the Loan Participation Holder).

Section 2.12. Limitation on Liability of the Loan Participation Servicer and Others. Neither the Loan Participation Servicer nor any of the directors, officers, employees or agents of the Loan Participation Servicer shall be under any liability to the Loan Participation Holder for any action taken or for refraining from the taking of any action in good faith and without gross negligence pursuant to this Servicing Agreement or for errors in judgment; provided, however, that this provision shall not protect the Loan Participation Servicer or any such Person against (i) any breach of warranties or representations made herein or (ii) any liability which would otherwise be imposed (A) by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or (B) by the terms of the Participation Agreement. The Loan Participation Servicer and any director, officer, employee or agent of the Loan Participation Servicer shall be indemnified by the Loan Participation Holder and held harmless by the Loan Participation Holder against any loss, liability or expense incurred in connection with any legal action relating to this Servicing Agreement, the transactions contemplated hereby or thereby, and the Loan Participation Servicer’s duties in connection therewith, other than any unrecovered Servicing Fee related to any specific Loan Participation(s) and any loss, liability or expense incurred (i) by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or (ii) in accordance with the Participation Agreement.

Section 2.13. Statements and Certificates to Loan Participation Holder.

(a)Not later than January 30 of each year (or if such day is not a Business Day, the next succeeding Business Day) beginning in 2020, the Loan Participation Servicer shall deliver to the Loan Participation Holder an Annual Officer’s Certificate for the prior calendar year. The Loan Participation Servicer shall also provide such assertion letters and attestation reports as the Loan Participation Holder may require to reasonably comply with applicable laws and regulations, the form of which letters and reports shall be agreed upon between the Loan Participation Holder and the Loan Participation Servicer. The Loan Participation Servicer agrees to indemnify and hold harmless each of the Loan Participation Holder, each person or entity, if any, who “controls” the Loan Participation Holder within the meaning of the Securities Act of 1933, as amended, and their respective officers and directors (collectively, the “Indemnitees”) against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs,

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fees and expenses that any Indemnitee may sustain arising out of third party claims (including any criminal or civil action brought by a government agency or department) based on the failure of the Loan Participation Servicer to deliver or cause to be delivered when required the foregoing Annual Officer’s Certificate or any material misstatement or material omission therein. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Loan Participation Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Loan Participation Servicer on the other.

(b)Not later than the end of the Loan Participation Servicer’s first fiscal quarter of each year (or if such day is not a Business Day, the next succeeding Business Day) beginning in 2020, the Loan Participation Servicer shall deliver to the Loan Participation Holder a copy of the report of independent accountants with respect to the Loan Participation Servicer’s consolidated financial statements for the preceding fiscal year.

ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties of the Loan Participation Servicer. The Loan Participation Servicer hereby represents and warrants as of the date of this Servicing Agreement and each Sale Date as follows:

(a)The Loan Participation Servicer is duly organized, validly existing and in good standing under the laws governing its creation and existence and with the requisite power and authority to conduct its business as it is currently being conducted; the Loan Participation Servicer holds all licenses, certificates and permits necessary for the conduct of its business as it is currently being conducted and is or will be in compliance with the laws of each state in which any Collateral is located to the extent necessary to ensure the enforceability of each Participated Loan.

(b)The Loan Participation Servicer has the requisite power and authority to execute and deliver this Servicing Agreement, to service and administer all the Loan Participations in accordance with the terms of this Servicing Agreement, and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions described in this Servicing Agreement. The persons signing such documents and taking such actions on its behalf have been duly authorized to do so and such documents and actions are valid, legally binding and enforceable against the Loan Participation Servicer in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c)The Loan Participation Servicer is not required to obtain any consents, licenses, approvals or authorizations from, or registrations or declarations with, any person, governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consents, licenses, approvals or

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authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be.

(d)No action, suit or proceeding is pending or, to the best of the Loan Participation Servicer’s knowledge, threatened against it that would prohibit it from entering into this Servicing Agreement or performing its obligations under this Servicing Agreement or, in the reasonable opinion of the Loan Participation Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement.

(e)The Loan Participation Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would reasonably be expected to have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Loan Participation Servicer or its respective properties or would reasonably be expected to have consequences that would materially adversely affect the performance of the Loan Participation Servicer hereunder.

(f)The execution and delivery of this Servicing Agreement by the Loan Participation Servicer and the performance and compliance with the terms of this Servicing Agreement by the Loan Participation Servicer will not violate the organizational and operational documents of the Loan Participation Servicer, or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Loan Participation Servicer is a party or which may be applicable to the Loan Participation Servicer, or any of its assets.

(g)No Servicer Default has occurred and is continuing and no event or circumstance has occurred or exists which, with notice or lapse of time or both, would constitute a Servicer Default.

Section 3.02. Representations and Warranties of the Loan Participation Holder. The Loan Participation Holder hereby represents and warrants as of the date of this Servicing Agreement and each Sale Date as follows:

(a)The Loan Participation Holder is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and with the requisite power and authority to conduct its business as it is currently being conducted; the Loan Participation Holder holds all licenses, certificates and permits necessary for the conduct of its business as it is currently being conducted and is or will be in compliance with the laws of each state in which any Collateral is located to the extent necessary to ensure the enforceability of each Loan Participation.

(b)The Loan Participation Holder has the requisite power and authority to execute and deliver this Servicing Agreement and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions described in this Servicing Agreement. The persons signing such documents and taking such actions on its behalf have been duly authorized to do so and such documents and actions are valid, legally binding and enforceable against the Loan Participation Holder in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights

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and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c)The Loan Participation Holder is not required to obtain any consents, licenses, approvals or authorizations from, or registrations or declarations with, any person, governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be.

(d)No action, suit or proceeding is pending or, to the best of the Loan Participation Holder’s knowledge, threatened against it that would prohibit it from entering into this Servicing Agreement or performing its obligations under this Servicing Agreement or, in the reasonable opinion of the Loan Participation Holder has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement.

(e)The Loan Participation Holder is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would reasonably be expected to have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of the Loan Participation Holder or its respective properties or would reasonably be expected to have consequences that would materially adversely affect the performance of the Loan Participation Holder hereunder.

(f)The execution and delivery of this Servicing Agreement by the Loan Participation Holder and the performance and compliance with the terms of this Servicing Agreement by the Loan Participation Holder does not violate the organizational and operational documents of the Loan Participation Holder, or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of, any material contract, agreement or other instrument to which the Loan Participation Holder is a party or which may be applicable to the Loan Participation Holder, or any of its assets.

Section 3.03. Remedies for Breach of Representations and Warranties. Upon discovery by any party hereto of a breach of any of the representations and warranties set forth herein, such discovering party shall give prompt written notice to the other party. It is understood and agreed by the parties hereto that the representations and warranties set forth herein will continue in full force and effect for the remaining life of all Loan Participations, notwithstanding termination of this Servicing Agreement for any reason.

ARTICLE IV

Miscellaneous

Section 4.01. Governing Law. The terms of this Servicing Agreement shall be governed by, and construed in accordance with, federal law. To the extent federal law incorporates state law, that state law shall be the laws of the State of Colorado.

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Section 4.02. WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH IRREVOCABLY WAIVES, 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 THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY).

Section 4.03. Demands, Notices, Communications. All formal demands, notices and communications by and between the Loan Participation Servicer, and Loan Participation Holder shall be in writing and delivered in person or by an overnight delivery service, in each case with proof of delivery, to the following addresses (or such other address or location that each party may deliver to the other in writing from time to time):

If to the Loan Participation Holder:

Federal Agricultural Mortgage Corporation
1999 K Street, N.W., 4th Floor
Washington, DC 20006
Attention of: Chief Credit Officer

Email:    ccovington@farmermac.com

Email:    tmclaughlin@farmermac.com

With a copy (which shall not constitute notice) to:

Federal Agricultural Mortgage Corporation
1999 K Street, N.W., 4th Floor
Washington, DC 20006
Attention of: General Counsel
Email:    legal@farmermac.com

With a copy (which shall not constitute notice) to:

Federal Agricultural Mortgage Corporation
1999 K Street, N.W., 4th Floor
Washington, DC 20006
Attention of: Institutional Business Development
Email:    feainfo@farmermac.com

If to Loan Participation Servicer:

CoBank, ACB and CoBank, FCB
6340 S. Fiddlers Green Circle
Greenwood Village, Colorado 80111Attention of: Bill Fox
Email: bfox@cobank.com
Email: MB_CapitalMarkets@cobank.com

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Any notice so delivered within the time prescribed in this Servicing 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.

Section 4.04. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Servicing Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Servicing Agreement and shall in no way affect the validity or enforceability of the other provisions of this Servicing Agreement.

Section 4.05. Amendment. This Servicing Agreement may be amended from time to time or the provisions hereof may be waived or otherwise modified by the parties hereto only by written agreement signed by the parties hereto.

Section 4.06. Counterparts. This Servicing Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Servicing Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Servicing Agreement.

Section 4.07. Authorized Officers. The manual or facsimile signature of any individual appearing on this Servicing Agreement, or any document or certificate issued pursuant to this Servicing Agreement, shall constitute conclusive evidence that such individual is, in fact, authorized to execute such document, notwithstanding that such authorization may have lapsed prior to the effective date of such document.

Section 4.08. Assignability. Except as provided in Section 5.12, this Servicing Agreement shall not be assigned by either of the parties hereto without the prior written consent of the other party. For purposes of this Section only, it is agreed that delegation by the Loan Participation Servicer permitted pursuant to one or more subservicers shall not be deemed an attempted assignment or transfer of servicing prohibited by this Servicing Agreement. Any attempted assignment or transfer contrary to the provisions of this Section shall be null, void, and of no force or effect.

[SIGNATURES FOLLOW ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto hereby execute this Servicing Agreement as of the day and year first above written.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION, as Loan Participation Holder

By: /s/ John C. Covington

Name: John C. Covington

Title: Executive Vice President - Chief Credit Officer

COBANK, ACB, as Loan Participation Servicer

By: /s/ Eric Itambo

Name: Eric Itambo

Title: Chief Banking Officer

[Signature Page to Servicing Agreement]

EXHIBIT A

FORM OF ANUUAL OFFICER’S CERTIFICATE

I, [name of certifying individual], a duly elected and acting officer of CoBank, ACB (the “Loan Participation Servicer”), certify pursuant to the Loan Participation Servicing Agreement dated as of February 13, 2019 (as it may be amended from time to time, the “Servicing Agreement”) between the Loan Participation Servicer and Federal Agricultural Mortgage Corporation (“Farmer Mac”) to Farmer Mac and each person or entity, if any, who “controls” Farmer Mac within the meaning of the Securities Act of 1933, as amended, and their respective officers and directors, with respect to the calendar year immediately preceding the date of this Certificate (the “Relevant Year”), as follows:

1.    I am responsible for reviewing the activities performed by the Loan Participation Servicer under the Servicing Agreement during the Relevant Year.

2.    Based upon the review required by the Servicing Agreement and except as disclosed in this Officer’s Certificate or in any accountants’ statement provided pursuant to the Servicing Agreement, to the best of my knowledge, the Loan Participation Servicer has fulfilled all of its obligations under the Servicing Agreement throughout the Relevant Year.

3.    The Loan Participation Servicer has a comprehensive disaster recovery and business continuity plan that includes the following elements:

(a)    duplication of the Servicer’s production information systems at an off-site facility coupled with an extensive business recovery plan to utilize those remote systems;

(b)    replication of the Loan Participation Servicer’s production data in real time to the recovery site;

(c)    processes for each of the Loan Participation Servicer’s operating groups to conduct business with a view to minimizing disruption for customers;

(d)    periodic disaster recovery exercises that include both the information technology group and business areas;

(c)contracts with an external vendor for facilities to house the Loan Participation Servicer’s backup systems as well as office space and related office equipment; and

(d)backup tapes stored at an off-site storage location managed by an external vendor.

4.    With respect to the Collateral, except as identified in writing to Farmer Mac, the Loan Participation Servicer has received no notification of a delinquency in the payment of any premiums, assessments, taxes or other charges that may become liens having precedence over the related Collateral.

ExhA-1

5.    For purposes of this Officer’s Certificate, “Relevant Information” means the information included herein for the Relevant Year and the information in all Distribution Reports provided by the Loan Participation Servicer pursuant to Section 2.05 of the Servicing Agreement during the Relevant Year. To the best of my knowledge, the Relevant Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein which is necessary to make the statements made therein, in light of the circumstances under which such statements were made, not misleading as of the last day of the Relevant Year.

DATED as of _______________.

_________________________________________

Name:___________________________________

Title:

ExhA-2

EXHIBIT B

DISTRIBUTION REPORT (FORM)

(Attached behind this page)

ExhB-1

Distribution Report

Coop ID CoBank Loan Num CPED Date Beginning Balance Scheduled Principal Payment during remittance period Unscheduled Principal Payment during remittance period Ending Actual Balance Ending Scheduled Balance

Final Payoff Date Unscheduled Principal Payment date Payment Date Index Rate Margin Index Type Note Rate CoBank Servicing Fee

Net Rate to Farmer Mac CoBank Servicing Amount Last Interest Paid To Date Next Due Date Next Interest Reset Date Sale Date Maturity Date Total P&I Payment

Prepayment Penalty Amount Accrual Method Previous Month Unpaid Net Interest Interest Accrual During Reporting Period Interest Payment Current Month Unpaid Net Interest Days Accrued Delinquency Code

ExhB-2

EXHIBIT C

LOAN SETUP FILE (FORM)

(Attached behind this page)

ExhC-1

Set Up File
Coop ID	Coop Name	CoBank Loan Num	Loan Amount	Sale Date	Final Payment Date	Maturity Date	Amortization End Date	Servicing Fee (bps)	Payment Frequency

Next Payment Date Interest Rate Term Remaining Loan Term Remaining Amort Term Org Class Effective Date Servicing Adjusted Rate Prepayment Penalty Prepayment Penalty Type Prepayment Penalty expire date

ExhC-2

EXHIBIT D

PORTFOLIO FINANCIAL DATA REPORT (FORM)

(Attached behind this page)

ExhD-1

Financial Data

CoopID Coop Year dep_amort_exp interest_ltd_exp patcap_op_ margins non_op_margins_ interest g_and_t_capital_ credits other_capital_credits_pat_div

net_utility_plant invest_in_assoc_org_patcap tot_assets_other_debits tot_margins_equities tot_ltd long_term_lease_rental_tot tot_pmt_ltd_bc tot_pmt_ltd_ffb

tot_pmt_ltd_rus_ edl tot_power_ purchase tot_ sales op_exp_ ratio capacity construction_ pct tot_pmt_ltd_ other1 tot_pmt_ltd_ other2

tot_pmt_ltd_other3 tot_pmt_ltd_other4 tot_pmt_ltd_other5 tot_pmt_ltd_other6 tot_pmt_ltd_other7 tot_pmt_ltd_other8 tot_pmt_ltd_other9 tot_pmt_ltd_other10

bill_debt_service_tot rus_bill_debt_service_tot int_income tot_debt ebitda EtC EA MDSC

LTDNUP FacilityRisk Rating Consumer Served RevenuePer KWH Residential Sale PowerCostper KWH TotalOperating Expense

ExhD-2

EXHIBIT E

PORTFOLIO RISK RATING REPORT (FORM)

(Attached behind this page)

ExhE-1

Risk Rating Report
Coop ID	cobank_risk_rating	CPED

ExhE-2