Unassociated Document


     

    EXECUTION
COPY

    


    AMENDMENT
NO. 2 TO

    AMENDED
AND RESTATED

    MASTER
CENTRAL SERVICING AGREEMENT

    


    This
Amendment No. 2 by and
between the Federal Agricultural Mortgage Corporation (“Farmer Mac”), a
corporation organized and existing under the laws of the United States of
America, and Zions First National Bank, a national bank (the “Central Servicer”)
to the Amended and Restated Master Central Servicing Agreement dated as of
May 1, 2004, as amended by Amendment No. 1 dated as of June 1, 2009 (as so
amended, the “Agreement”) is made and entered into as of August 25,
2010.

    


    WHEREAS,
Farmer Mac and the Central Servicer wish to amend the Agreement to provide for
the servicing of certain agricultural real estate mortgage loans identified by
Farmer Mac as AgEquity Loans;

    


    WHEREAS,
Farmer Mac and the Central Servicer wish to amend the Agreement to provide for
the Central Servicer to be compensated for servicing AgEquity Loans based on a
Servicing Fee Rate that is different from the rate currently set forth in the
Agreement with respect to the servicing of other loans; and

    


    WHEREAS,
capitalized terms used but not defined herein have the meanings given to them in
the Agreement.

    


    NOW,
THEREFORE, in consideration of the mutual covenants and undertakings set forth
in the Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Farmer Mac and the Central
Servicer agree as follows:

    


    Section
1.     The following defined term is added to Section
1.01 of the Agreement:

    


    “AgEquity
Loan”:  A revolving line of credit loan that is a Qualified
Loan having characteristics that Farmer Mac will provide to the Central Servicer
from time to time.

    


    Section
2.     The defined term “Servicing Fee Rate” in Section
1.01 of the Agreement is amended in its entirety as follows:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Servicing Fee Rate”:
With respect to Qualified Loans other than the [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] Loans and AgEquity
Loans:  With respect to any Qualified Loan as per the Schedule of
Qualified Loans in which the initial principal balance of which is less than or
equal to $300,000, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
SECURITIES AND EXCHANGE COMMISSION] per annum; with respect to any Qualified
Loan the initial principal balance of which is more than $300,000, [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION]
per annum, except that, with respect to any Qualified Loan designated by Farmer
Mac or the Central Servicer as “Choice” or “Platinum”, the Servicing Fee Rate
shall be [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH SECURITIES AND
EXCHANGE COMMISSION] per annum.  The Servicing Fee Rates identified in
the preceding sentence shall be effective as of January 1, 2003.  The
Servicing Fee Rate of any other Farmer Mac loans that the Central Servicer may
acquire from other Farmer Mac Servicers, other than the [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] Loans,
shall bear such Servicing Fee Rate as agreed to among the former servicer, the
Central Servicer and Farmer Mac.

    


    With
respect to the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
SECURITIES AND EXCHANGE COMMISSION] Loans:  The Servicing Fee Rate
with respect to each of the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH SECURITIES AND EXCHANGE COMMISSION] Loans shall be [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] per
annum.

    


    With
respect to AgEquity Loans:  The Servicing Fee Rate with respect to
each AgEquity Loan shall be [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH SECURITIES AND EXCHANGE COMMISSION] per annum.

    


    Section
3.     The Agreement is amended to add new Sections
3.18 and 3.19 as follows:

    


    Section
3.18.  Servicing of AgEquity
Loans.  The Central Servicer shall service any AgEquity Loan in
accordance with the servicing provisions for the related Farmer Mac product
loan, as provided by Farmer Mac from time to time.

     

    
      
         


      

      
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    Section
3.19.  Conversion
Fees.  The Central Servicer shall promptly remit to Farmer Mac
50 percent of any conversion fee received from a Borrower and paid to convert an
existing loan serviced on behalf of Farmer Mac to a different Farmer Mac loan
product.  The Central Servicer may retain the remaining 50 percent of
any conversion fee received as additional servicing compensation.  The
Central Servicer shall process any such conversion in accordance with the terms
of the Seller/Servicer Guide and the applicable Mortgage Note.  The
parties acknowledge and agree that any 3/1, 5/1, 7/1 or 10/1 adjustable rate
mortgage (ARM) loans serviced by the Central Servicer for Farmer Mac are not
subject to the fee splitting provisions of this Section and that the entire
conversion fee, if any, payable with respect to any of those loan products may
be retained by the Central Servicer.

    


    Section
4.     Except as specifically modified by this
Amendment No. 2, the terms of the Agreement shall remain unchanged.

    


    Section
5.     This Amendment No. 2 may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument.

     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the
Agreement to be duly executed by their duly authorized officers or
representatives as of the date above first written.

    


    
      
        
          
            
              
                
                  	
                          Federal
      Agricultural Mortgage Corporation

                        
	 
      
	
                          By:

                        	/s/
      Jerome G. Oslick  
	 
      	
                          Name:
      Jerome G. Oslick

                        
	  
      	
                          Title:
      Senior Vice President - General Counsel

                        
	 
      	 
      
	
                          Zions
      First National Bank

                        
	 
      
	
                          By:

                        	/s/
      Rodney Avey  
	 
      	
                          Name:
      Rodney Avey

                        
	 
      	
                          Title:
      Vice
President

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
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