Exhibit 10.1


 




EXECUTION COPY


 


 


FARMER MAC MORTGAGE SECURITIES CORPORATION

as Bond Purchaser


 


FARMLAND PARTNERS OPERATING PARTNERSHIP, LP

as Issuer


 


FEDERAL AGRICULTURAL MORTGAGE CORPORATION

as Guarantor and the Collateral Agent


 


 






 


SECOND AMENDED AND RESTATED AGVANTAGE®

BOND PURCHASE AND SECURITY AGREEMENT


 


 






 


Dated as of December 22, 2022


 


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	Article I
    DEFINITIONS	1
	 	 	 
	Section 1.01.	Definitions	1
	Section 1.02.	Principles of Construction	8
	 	 	 
	Article II
    PURCHASE OF BONDS	8
	 	 	 
	Section 2.01.	Purchase of Bonds	8
	Section 2.02.	Interest Rates and Payment	9
	Section 2.03.	Indemnity	10
	Section 2.04.	Maturity	10
	Section 2.05.	Fees	10
	 	 	 
	Article III
    CONDITIONS PRECEDENT	10
	 	 	 
	Section 3.01.	Conditions Precedent to the Effectiveness of this Agreement	10
	Section 3.02.	Conditions Precedent to the Purchase of Each Bond and
    Draw Down on Each Variable Funding Bond	12
	 	 	 
	Article IV
    REPORTING REQUIREMENTS	13
	 	 	 
	Section 4.01.	Annual Reporting Requirements	13
	Section 4.02.	Quarterly Reporting Requirements	13
	Section 4.03.	Default Notices	14
	Section 4.04.	Additional Reporting Obligations	14
	 	 	 
	Article V
    REPRESENTATIONS AND COVENANTS OF ISSUER	15
	 	 	 
	Section 5.01.	Representations of Issuer	15
	Section 5.02.	Covenants of Issuer	18
	 	 	 
	Article VI
    SECURITY AND COLLATERAL	20
	 	 	 
	Section 6.01.	Security and Loan Collateral	20
	Section 6.02.	Qualified Collateral Schedule	22
	Section 6.03.	Minimum Required Qualified Loan Level	22
	Section 6.04.	Loan to Value	23
	Section 6.05.	Appointment of the Collateral Agent	25
	 	 	 
	Article VII
    EVENTS OF DEFAULT	25
	 	 	 
	Section 7.01.	Events of Default	25
	Section 7.02.	Acceleration; Other Remedies	27



 






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	Article VIII
    MISCELLANEOUS	29
	 	 	 
	Section 8.01.	GOVERNING LAW; CONSENT TO JURISDICTION	29
	Section 8.02.	WAIVER OF JURY TRIAL	30
	Section 8.03.	Notices	30
	Section 8.04.	Benefit of Agreement	30
	Section 8.05.	Entire Agreement	30
	Section 8.06.	Amendments and Waivers	30
	Section 8.07.	Counterparts	31
	Section 8.08.	Termination of Agreement	31
	Section 8.09.	Survival	31
	Section 8.10.	Severability	31
	Section 8.11.	Confidentiality	31
	Section 8.12.	Expenses; Indemnity; Damage Waiver	32
	Section 8.13.	Amendment and Restatement	34
	 	 	 
	Article IX
    GUARANTEE	34
	 	 	 
	Section 9.01.	Guarantee	34
	Section 9.02.	Control by Farmer Mac	35



 






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	Schedule I –	Additional Terms
	Schedule II –	Eligibility Criteria
	Schedule III –	Rate Terms
	Schedule IV – 	Existing Bonds
	 	 
	Annex A –	Form of AgVantage® Bond
	Annex B –	Form of Certificate of Pledged Collateral
	Annex C –	Form of Summary of Terms
	Annex C-1 –	Form of Draw Request – Variable Funding Bond
	Annex C-2 –	Form of Paydown Notice – Variable Funding Bond
	Annex D –	Form of Certified Agricultural Mortgage Marketing Facility Application
	Annex E –	Form of Officers’ Certificate
	Annex F –	Form of Closing Certificate



 






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SECOND AMENDED AND RESTATED AGVANTAGE®

BOND PURCHASE AND SECURITY AGREEMENT


 


THIS SECOND AMENDED AND RESTATED
AGVANTAGE® BOND PURCHASE AND SECURITY AGREEMENT (the “Agreement”), dated as of December 22, 2022
(the “Effective Date”), is by and among FARMER MAC MORTGAGE SECURITIES CORPORATION (“Purchaser”),
a wholly owned subsidiary of the FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States
and an institution of the Farm Credit System (“Farmer Mac” or the “Collateral Agent”), and FARMLAND
PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Issuer”). In consideration of the mutual agreements
herein contained, Farmer Mac, Purchaser and Issuer agree as follows:


 


Article I


 


DEFINITIONS


 


Section 1.01.       Definitions.
To the extent not otherwise defined herein, all terms used herein that are defined under the uniform commercial code as in effect from
time to time in the State of New York (the “UCC”) shall have the meanings provided in the UCC. As used in this Agreement,
the following terms shall have the following meanings:


 


"Additional Underlying
Collateral Election" has the meaning set forth in Section 6.04(b).


 


“Affiliate”
means, with respect to any specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control
with such specified Person. For purposes of this definition, “control” means the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
or otherwise.


 


“Affiliate Guarantor”
means, as of the date hereof, FPI, as indicated on Schedule I, and any one or more Affiliates of Issuer that provides a guaranty
or other form of credit protection for the Bond(s), as applicable from time to time.


 


“Agreement”
means this Second Amended and Restated AgVantage® Bond Purchase and Security Agreement, as the same may be amended, extended,
supplemented or otherwise modified in writing from time to time.


 


“Application”
has the meaning set forth in Section 3.01(a)(vi).


 


“Bankruptcy Code”
means Title 11 of the United States Code.


 


“Bond”
means (i) each AgVantage® bond issued by Issuer and purchased by Purchaser pursuant hereto, substantially in the
format attached hereto as Annex A, and (ii) each of the Bonds issued under the Existing Agreement as shown on Schedule
IV.


 


“Bond Documents”
means this Agreement, the Custody Agreement, the Guaranty, any other guaranty or credit support documentation provided by an Affiliate
Guarantor, the Bonds, the Summaries of Terms, the Certificates of Pledged Collateral, the Application, any other documents listed on
Schedule I, and any other instruments, certificates or documents delivered in connection herewith or therewith, all as amended,
restated, reaffirmed, reconfirmed, replaced, substituted or otherwise modified from time to time.


 






     


     


    

 


“Bond Obligations”
means any and all obligations of Issuer under the Bonds issued hereunder or under any of the Bond Documents, including without limitation
the payment of all amounts due from Issuer under the Bonds and all other amounts due from Issuer hereunder or under any of the Bond Documents.


 


“Borrower”
means a Person obligated under one or more Qualified Loans that owns the Underlying Collateral Properties securing such Qualified Loans.


 


“Business Day”
means any day other than (i) a Saturday or Sunday, (ii) a day on which Farmer Mac is closed, or (iii) a day on which banking
institutions in the States of Colorado or New York are authorized or obligated by law or executive order to be closed.


 


“Capitalized Interest”
means interest that is added to the cost of a long-term asset rather than expensed under U.S. GAAP, as presented, or required to be presented,
in the Financial Statements of Issuer.


 


“Certificate of
Pledged Collateral” means a certificate delivered by Issuer to Purchaser and Farmer Mac substantially in the form of Annex
B attached hereto.


 


“Change of Control”
means with respect to Issuer (i) the sale of all or substantially all the assets of Issuer, (ii) any merger, consolidation
or acquisition of Issuer with, by or into another Person, or (iii) any change in the general partner of the Issuer, or (iv) any
change in the ownership of more than fifty percent (50%) of the limited partnership interests of Issuer in one or more related transactions.


 


“Closing Date”
means the date of the funding of each issuance of Bonds hereunder (including, as to any Variable Funding Bond, each funding thereunder),
which date shall be set forth in the applicable Summary of Terms.


 


“Custodian”
means the custodian listed on Schedule I (including its successors and permitted assigns), in its capacity as custodian under
the Custody Agreement.


 


“Custody Agreement”
means the custody agreement between Issuer, Custodian, and the Collateral Agent providing for custody of the Loan Collateral, in form
and substance reasonably acceptable to the Collateral Agent, as the same may be amended, restated, extended, supplemented or otherwise
modified in writing from time to time in accordance with the terms thereof.


 


“Day Count Convention”
means as to any Bond, the category of assumptions for calculating interest over time, each of which is listed and described on Schedule
III, and as specified in the Summary of Terms for such Bond.


 


"Deficient LTV Notice"
has the meaning set forth in Section 6.04(a).


 






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“Draw Request”
means, as to any Variable Funding Bond, a notice from Issuer to each of Purchaser and Collateral Agent requesting an advance under such
Variable Funding Bond, delivered in accordance with Section 2.02(b), substantially in the form attached hereto as Annex C-1.


 


“Eligibility Criteria”
means the eligibility criteria listed on Schedule II.


 


“Environmental Laws”
means any and all applicable current and future federal, state and local laws and any consent decrees, concessions, permits, grants,
franchises, licenses, agreements or other restrictions of a governmental authority or common law causes of action relating to: (i) protection
of the environment or natural resources from, or emissions, discharges, releases or threatened releases of, any materials, including
Hazardous Materials, in the environment including ambient air, surface, water, ground water or land; (ii) the generation, handling,
use, labeling, disposal, transportation, reclamation and remediation of Hazardous Materials; (iii) the protection of endangered
or threatened species; and (iv) the protection of environmentally sensitive areas.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities) resulting from or based upon (i) violation of any Environmental Law; (ii) the generation, use, handling, transportation,
storage, treatment, disposal or permitting or arranging for the disposal of any Hazardous Materials; (iii) exposure to any Hazardous
Materials; (iv) the release or threatened release of any Hazardous Materials; or (v) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Event of Default”
has the meaning set forth in Section 7.01.


 


“Existing Agreement”
means, collectively, (i) that certain Amended and Restated AgVantage Bond Purchase Agreement, dated as of March 1, 2015, among
Purchaser, Farmer Mac, Issuer and FPI and (ii) that certain Amended and Restated Pledge and Security Agreement, dated as of
March 1, 2015, among Purchaser, Farmer Mac, Issuer and FPI.


 


“Final Issuance
Date” means the earliest of: (i) the date that is the three (3) year anniversary of this Agreement; and (ii) such
date that Farmer Mac declares the entire principal amount of, and accrued interest on, the Bonds at the time outstanding to be immediately
due and payable following an Event of Default.


 


“Financial Statements”,
(i) in respect of a Fiscal Year, means the publicly-filed consolidated financial statements (including footnotes thereto) of FPI,
prepared in accordance with U.S. GAAP for that Fiscal Year as audited by independent certified public accountants selected by FPI; and
(ii) in respect of a Fiscal Quarter, means the publicly-filed unaudited interim consolidated financial statements of FPI, prepared
in accordance with U.S. GAAP for that Fiscal Quarter.


 


“Fiscal Quarter”
means each fiscal quarter of FPI, as consistently reported from quarter to quarter in and for its Financial Statements.


 


“Fiscal Year”
means the fiscal year of FPI, as consistently reported from year to year in and for its Financial Statements.


 






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“Fitch”
means Fitch, Inc.


 


“Fixed Rate”
means as to each applicable Bond, a fixed rate of interest at the rate specified in the Summary of Terms for such Bond.


 


“Floating Rate”
means as to each applicable Bond, a floating rate of interest based on one or more indices listed and described on Schedule III,
as specified in the Summary of Terms for such Bond.


 


“Floating Rate Bond”
means a Bond bearing interest at a Floating Rate, as specified in the Summary of Terms for such Bond.


 


“FPI”
means Farmland Partners Inc., a Maryland corporation.


 


"Funding Request"
has the meaning set forth in Section 2.01(a).


 


“Governing Documents”
means, with respect to any Person, the certificate of incorporation, bylaws, certificate of formation, operating agreement, partnership
agreement, limited partnership agreement, limited liability agreement, declaration of trust or similar documents governing the organization
and operation of such Person.


 


“Guaranty”
means that certain Guaranty dated as of the date hereof, by FPI in favor of Purchaser and Farmer Mac.


 


“Hazardous Materials”
means (i) any explosive or radioactive substances, materials or wastes; (ii) any hazardous or toxic substances, materials or
wastes, defined or regulated as such in or under, or that could reasonably be expected to give rise to liability under, any applicable
Environmental Law, including, asbestos or asbestos containing materials, infectious or medical waste, polychlorinated biphenyls, radon
gas, urea-formaldehyde insulation, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products; and (iii) all
other substances, materials or wastes of any nature regulated under or with respect to which liability or standards of conduct are imposed
pursuant to any Environmental Law.


 


“Indemnitee”
has the meaning set forth in Section 8.12(b).


 


“Interest Payment
Date” means, with respect to any Bond, each of the dates set forth in the Summary of Terms for such Bond as the interest payment
dates therefor; provided, however, that if any such date is not a Business Day, such Interest Payment Date that would otherwise
be such date will be the next Business Day following such date unless otherwise set forth in such Summary of Terms.


 


“Issuer”
has the meaning set forth in the preamble hereto.


 






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“Legal Opinions”
means one or more opinion letters in form and substance reasonably acceptable to Purchaser and the Collateral Agent that are addressed
to Purchaser and the Collateral Agent by an outside law firm reasonably acceptable to each of Purchaser and the Collateral Agent, and
containing customary opinions, including without limitation that:


 


(a)            Issuer
and each Affiliate Guarantor (as applicable) is validly existing and in good standing, has all requisite corporate, limited liability
company or limited partnership, as applicable, power and authority to execute and deliver the Bond Documents to which it is a party and
to perform its obligations thereunder, and has duly authorized and delivered all of the Bond Documents to which it is a party;


 


(b)            each
of the Bond Documents has been duly executed and delivered by Issuer and each Affiliate Guarantor party thereto;


 


(c)            each
of the Bond Documents (to which Issuer and/or each Affiliate Guarantor is a party) is legally binding and enforceable against each of
Issuer and each Affiliate Guarantor, as applicable;


 


(d)            none
of the execution, delivery or performance by Issuer and each Affiliate Guarantor of the Bond Documents to which it is a party will conflict
with, result in a breach or violation of or require any filing under, any applicable law or any Governing Documents (as applicable) or
material agreements of Issuer or any Affiliate Guarantor; and


 


(e)            this
Agreement creates a security interest in favor of Purchaser and the Collateral Agent in the Loan Collateral, and upon filing of a UCC-1
financing statement, delivery of the Loan Collateral to Custodian, such security interest will be perfected.


 


“Loan Collateral”
means: (i) all Qualified Collateral; (ii) all loans that, as of any date of determination, were included in a Qualified Collateral
Schedule but fail to meet the Eligibility Criteria as of such date of determination; (iii) all Loan Documents and other instruments,
agreements, mortgages, deeds of trust, documents or liens evidencing, representing or securing such loans; and (iv) all proceeds
of the foregoing regardless of the form thereof, including, without limitation, all proceeds in the form of accounts, chattel paper,
payment intangibles, promissory notes and goods subject to a consignment.


 


“Loan Documents”
means for each Qualified Loan and each loan that, as of any date of determination, was included in a Qualified Collateral Schedule but
failed to meet the Eligibility Criteria as of such date of determination, (i) the original promissory note signed by the Borrower
evidencing such Qualified Loan or loan, together with any amendments, assignments, or allonges thereto; (ii) the original Security
Instrument and any separate assignment of leases and rents securing such Qualified Loan or loan (or copy thereof if the applicable recording
office retains the original), together with any and all amendments and/or assignments thereto, in each case with evidence of recording
thereon; (iii) copies of any security documents, including UCC financing statements; (iv) copies of all lender’s and
owner’s title policies in respect of the Underlying Collateral Properties securing such Qualified Loan or loan; (v) if Issuer
did not originate such Qualified Loan or loan, all documents related to the sale, transfer and assignment of such Qualified Loan or loan
to Issuer; and (vi) such other documents, certificates, instruments and documentation evidencing, representing, or securing such
Qualified Loan or loan or otherwise delivered in connection with or comprising the mortgage file for such Qualified Loan or loan.


 


“Loan-to-Value Ratio”
has the meaning set forth in Schedule II.


 


“Loan-to-Value Requirement”
has the meaning set forth in Schedule II.


 






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“Market Value”
means, with respect to any item of Qualified Collateral, the market value of such item of Qualified Collateral, which (i) in respect
of any Qualified Loan, shall be the current principal balance of such Qualified Loan; and (ii) in respect of cash pledged as Qualified
Collateral in accordance with Section 6.03(b), shall be the amount of such cash.


 


“Material Adverse
Change” means a material adverse change in (i) the financial condition or business of Issuer or any Affiliate Guarantor
since the end of the most recently completed Fiscal Year for which audited Financial Statements are available and have been provided
to Farmer Mac; or (ii) Issuer’s or any Affiliate Guarantor’s ability to perform any of its respective obligations under
any Bond Document (as applicable).


 


“Maximum Aggregate
Amount” means the maximum aggregate amount of Bonds permitted to be outstanding at any time hereunder, which amount is specified
on Schedule I.


 


“Minimum Required
Qualified Loan Level” has the meaning set forth in Section 6.03(a).


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


"New Appraisal Election"
has the meaning set forth in Section 6.04(b).


 


“Paydown Notice”
means, as to any Variable Funding Bond, a notice from Issuer to each of Purchaser and Collateral Agent of Issuer’s intent to repay
part or all of such Variable Funding Bond, delivered in accordance with Section 2.02(b), substantially in the form attached hereto
as Annex C-2.


 


“Permitted Liens”
means (i) liens for taxes, assessments and governmental charges or levies that are not yet due and payable or that are being contested
in good faith by appropriate proceedings that suspend enforcement of such liens and for which adequate reserves or other appropriate
provisions in accordance with GAAP have been set aside; (ii) liens imposed by law, such as materialmen’s, mechanics’,
carriers’, workmen’s and repairmen’s liens and other similar liens arising in the ordinary course of business securing
obligations that are not overdue for a period of more than thirty (30) days; and (iii) pledges and deposits made in the ordinary
course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations.


 


“Permitted Real
Estate Liens” means (i) any Permitted Liens; and (ii) encumbrances consisting of zoning restrictions, easements,
right-of-way or other similar encumbrances, title defects and restrictions on the use of real property that in the aggregate are not
substantial in amount and none of which materially impairs the use of such property or the value thereof, none of which is violated in
any material respect by existing or proposed structures or land use and which do not interfere with the ordinary conduct of the business
on such property.


 


“Person”
means an individual, a corporation, a limited liability company, a partnership, an association, a trust, or any other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof.


 


"Purchaser”
has the meaning set forth in the preamble hereto.


 






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“Qualified Collateral”
means: (i) Qualified Loans; (ii) all Loan Documents; (iii) all payment records with respect to the Qualified Loans; and
(iv) all proceeds of the foregoing regardless of the form thereof, including, without limitation, all proceeds in the form of accounts,
chattel paper, payment intangibles, promissory notes and goods subject to a consignment.


 


“Qualified Collateral
Schedule” means the schedule setting forth all Qualified Collateral pledged under this Agreement, in form and substance reasonably
acceptable to the Collateral Agent, that is delivered by Issuer pursuant hereto, as the schedule may be amended, supplemented or modified
from time to time.


 


“Qualified Loan”
means, as of any date of determination, an agricultural mortgage loan that Farmer Mac has notified Issuer, based on Issuer’s
certifications to Farmer Mac, meets the Eligibility Criteria, has been approved as a Qualified Loan by Farmer Mac in its sole discretion,
and is identified as of such date of determination on the Qualified Collateral Schedule as a Qualified Loan.


 


“Real Estate Diligence
Deliverables” means (i) a legal description of each parcel of real property to secure any proposed Qualified Loan; (ii) a
commitment for an ALTA title insurance policy, insuring each Security Instrument securing the proposed Qualified Loan as a valid first
priority lien upon the property subject to such Security Instrument, subject only to Permitted Real Estate Liens, which commitment shall
be dated within thirty (30) days of the applicable Closing Date; (iii) any existing surveys in Issuer’s possession as to the
underlying real property; (iv) appraisals and field exams acceptable to, Farmer Mac; (v) any environmental and water disclosure
forms required by Farmer Mac, together with such other information on environmental and water condition as Farmer Mac may request; (vi) evidence
that each of Borrower and Issuer has taken all actions required under applicable flood laws (including providing all required notices
with respect to any property located in a special flood hazard area); (vii) copies of all leases of the underlying real property;
(viii) a pro-forma report of the anticipated cash flow of the underlying real property; and (ix) an owner’s affidavit
with respect to the underlying real property.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“S&P”
means Standard & Poor’s Ratings Service, a Standard & Poor’s Financial Services LLC business.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended, and regulations promulgated thereunder from time to time.


 


“Security Instrument”
means the mortgage, deed of trust or other similar instrument which encumbers an Underlying Collateral Property to secure a Qualified
Loan.


 


“Security Interest”
has the meaning set forth in Section 6.01(a).


 






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“Summary of Terms”
or “Summaries of Terms” means the Summary of Terms for each issuance of Bonds among Farmer Mac, Purchaser, and Issuer
substantially in the form of Annex C attached hereto.


 


“Underlying Collateral
Properties” means the agricultural real estate securing the Qualified Loans.


 


“Unused Commitment
Fee” has the meaning set forth in Section 2.05(c).


 


“U.S. GAAP”
means the generally accepted accounting principles in the United States as in effect from time to time.


 


“Variable Funding
Bond” has the meaning set forth in Section 2.02(b).


 


“Variable Funding
Bond Amount” means at any time the aggregate face amount of all Variable Funding Bonds issued and outstanding hereunder.


 


“Variable Funding
Bond Usage” means at any time the aggregate principal amount advanced and outstanding under all Variable Funding Bonds issued
and outstanding hereunder.


 


Section 1.02.       Principles
of Construction. Unless the context shall otherwise indicate, the terms defined in this Agreement include the plural as well as the
singular and the singular as well as the plural. The words “hereafter”, “herein”, “hereof”, “hereto”
and “hereunder”, and words of similar import, refer to this Agreement as a whole. The descriptive headings of the various
articles and sections of this Agreement were formulated and inserted for convenience only and shall not be deemed to affect the meaning
or construction of the provisions hereof. The words “include,” “includes” and “including” are not
limiting. Unless otherwise specified in this Agreement, whenever a payment or performance of an action is required to be made pursuant
to this Agreement on a day that is not a Business Day, such payment or performance shall be made on the next succeeding Business Day.
References to money, dollars, “$” or other amounts shall mean the lawful money of the United States of America. Any pronoun
shall include the corresponding masculine, feminine and neuter terms. Reference to any law shall refer to such law as amended, modified,
supplemented, renewed, or extended from time to time and to any successor or replacement law promulgated thereunder or substantially
related thereto and to any rules and regulations related thereto.


 


Article II


 


PURCHASE
OF BONDS


 


Section 2.01.      Purchase
of Bonds.


 


(a)            Purchaser
may from time to time in its sole discretion purchase Bonds, at 100% of their initial principal amount (or such other price specified
in the Summary of Terms for such Bond), before the Final Issuance Date, as requested by Issuer in writing (a "Funding Request")
and approved by Farmer Mac in its sole discretion, in the aggregate not in excess of the Maximum Aggregate Amount, which Maximum Aggregate
Amount may include Variable Funding Bonds. Issuer may repay Bonds (subject to the terms of the applicable Bonds being repaid) and issue
new Bonds hereunder (as approved by Farmer Mac in its sole discretion) at any time or from time to time before the Final Issuance Date,
so long as the aggregate principal amount of all Bonds outstanding hereunder from time to time does not exceed the Maximum Aggregate
Amount. The amount and terms of any Bond shall be set forth in a Summary of Terms to be signed by each of Issuer, Purchaser, and Farmer
Mac. All purchases of Bonds shall be subject to satisfaction of the conditions set forth herein (including Article III hereof) and
agreement among the parties hereto as to the terms of the applicable Summary of Terms. Nothing contained in this Agreement shall obligate
Purchaser to purchase any Bond, and Farmer Mac shall not be obligated to provide any indication of pricing if Farmer Mac uses its best
efforts to obtain and provide such preliminary indication, but determines that market conditions are unfavorable for the issuance of
debt to fund Bonds with the terms requested by Issuer.


 






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(b)            Schedule
IV describes the Bonds that are outstanding under the Existing Agreement as of the Effective Date.


 


Section 2.02.      Interest
Rates and Payment; Variable Funding Bonds.


 


(a)            Each
Bond shall bear interest at a Fixed Rate or Floating Rate payable in arrears on such date(s) and calculated in accordance with such
Day Count Convention as specified in the Summary of Terms for such Bond. The principal amount of each Bond, together with any accrued
but unpaid interest, shall be due and payable on the maturity date of the Bond set forth in the Summary of Terms for such Bond and shall
have a minimum denomination specified on Schedule I. To the extent any payment of interest or principal on a Bond is not paid when due,
interest shall accrue on the entire outstanding principal amount of the Bonds, together with accrued interest thereon, at the applicable
rate per annum determined as provided above plus two percent (2%) (200 basis points). Each Bond shall not be prepayable during the term
of such Bond unless otherwise agreed by the parties hereto and set forth in the Summary of Terms for such Bond. Purchaser’s statement
of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of
principal of and interest on the Bonds and other amounts owing under this Agreement and shall be deemed an “account stated.”


 


(b)            Purchaser
may purchase from time to time one or more Bonds for which principal may be drawn and repaid on a revolving basis prior to maturity (a
 “Variable Funding Bond”). Issuer may make a funding request on any Variable Funding Bond purchased hereunder by delivering
a Draw Request to each of Purchaser and Farmer Mac in accordance with the notice requirements set forth on the Summary of Terms for such
Bond. Issuer may elect to repay part or all of the principal outstanding on any Variable Funding Bond in accordance with the Summary
of Terms for such Bond; provided, that Issuer has delivered a Paydown Notice to each of Purchaser and Farmer Mac in accordance with the
notice requirements set forth on the applicable Summary of Terms. For the avoidance of doubt, in no event shall the aggregate amount
drawn under any Variable Funding Bond at any time exceed the face amount of such Bond as specified in the Summary of Terms for such Bond,
and the principal amount outstanding on any Variable Funding Bond at any given time shall be as specified in the books and records of
the Collateral Agent, which books and records shall be conclusive absent manifest error. Any Variable Funding Bond must be specified
as such in the Bond and Summary of Terms for such Bond.


 






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Section 2.03.       Indemnity.
Upon demand from Farmer Mac or Purchaser from time to time, Issuer shall promptly compensate Purchaser and Farmer Mac for and hold
Purchaser and Farmer Mac harmless from any loss, cost or expense incurred by it as a result of any payment or prepayment of any Bond
that is subject to an Interest Period (as defined in Schedule III) on a day other than the last day of the Interest Period for
such Bond (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), including any loss of anticipated profits
and any loss, cost or expenses arising from the liquidation or reemployment of funds.


 


Section 2.04.       Maturity.
Each Bond shall mature on the maturity date set forth in the Summary of Terms for such Bond, which maturity date shall in no event be
later than ten (10) years from the date of such Bond’s issuance.


 


Section 2.05.       Fees.


 


(a)            On
the Effective Date, Issuer shall pay to Farmer Mac an origination fee equal to $50,000.00, which Issuer agrees is fully earned as
of such date and will not be subject to refund.


 


(b)            On
each Closing Date, Issuer shall pay to Farmer Mac a bond issuance fee equal to $5,000.00 for each Bond closing on such Closing Date,
which Issuer agrees is fully earned as of such date and will not be subject to refund.


 


(c)            Accruing
from the Effective Date until the Final Issuance Date, Issuer agrees to pay to Purchaser a nonrefundable unused commitment fee (each
an “Unused Commitment Fee”) equal to 0.20% per annum multiplied by the average daily result of (i) the Variable
Funding Bond Amount minus (ii) the Variable Funding Bond Usage. All Unused Commitment Fees shall be payable quarterly in arrears
on the first Business Day of each calendar quarter.


 


Article III


 


CONDITIONS
PRECEDENT


 


Section 3.01.      Conditions
Precedent to the Effectiveness of this Agreement. This Agreement shall not become effective until the following conditions shall
have been satisfied, in each case as determined by Farmer Mac in its reasonable discretion:


 


(a)            Required
Deliverables. Purchaser shall have received each of the following in form and substance satisfactory to it:


 


(i)            copies
of this Agreement, the Custody Agreement, and the Guaranty, in each case duly signed and delivered by the parties thereto (including
Issuer, Custodian, and any Affiliate Guarantor(s));


 


(ii)            signed
copies of the Legal Opinions;


 






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(iii)            a
certificate signed by a duly qualified officer of Issuer and each Affiliate Guarantor that is an entity or trust, certifying as appropriate
as to: (A) all action taken by Issuer and such Affiliate Guarantor in connection with this Agreement and the other Bond Documents;
(B) the names of the representatives of Issuer and such Affiliate Guarantor authorized to sign the Bond Documents and their true
signatures; and (C) copies of the Governing Documents of Issuer and such Affiliate Guarantor as in effect on such date certified
by the appropriate state official where such documents are filed in a state office (if so filed or required to be so filed) together
with certificates from the appropriate state officials as to the continued existence and good standing or existence (as applicable) of
Issuer and such Affiliate Guarantor in its state of organization;


 


(iv)            a
certificate signed by a duly qualified officer of Issuer stating that (A) all representations and warranties of Issuer and each
Affiliate Guarantor set forth in this Agreement and the other Bond Documents are true and correct; (B) Issuer and each Affiliate
Guarantor is in compliance with each of the covenants and conditions set forth herein and in the other Bond Documents applicable to it;
(C) no Event of Default exists; (D) there has occurred no Material Adverse Change or any event or circumstance that could reasonably
be expected to cause a Material Adverse Change, in each case since the date of the Financial Statements delivered pursuant to clause
(viii) below; and (E) Issuer and each Affiliate Guarantor has satisfied each of the closing conditions required to be satisfied
by it hereunder;


 


(v)             a
lien search with respect to Issuer, in scope satisfactory to Purchaser and Farmer Mac and with results showing no liens other than Permitted
Liens and otherwise satisfactory to Purchaser and Farmer Mac;


 


(vi)            a
completed certified agricultural mortgage marketing facility application (which shall have been approved by Farmer Mac) as prescribed
by 12 U.S.C. § 2279aa-5, in form and substance attached hereto as Annex D (the “Application”);


 


(vii)            evidence
that Issuer (or the Collateral Agent on behalf of Issuer) has duly filed a UCC-1 financing statement in form and substance acceptable
to Purchaser and the Collateral Agent covering the Loan Collateral and naming Issuer as the Debtor therein and Collateral Agent as the
Secured Party therein in accordance with the requirements set forth in Section 6.01;


 


(viii)          the
most recent Financial Statements of FPI, and such budgets, forecasts and other information as to Issuer and each Affiliate Guarantor
as Purchaser or Farmer Mac may have required;


 


(ix)             all
documentation and other information requested by Purchaser or Farmer Mac in order to comply with requirements of any laws concerning
or relating to bribery, corruption or financing terrorism; and


 






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(x)              such
other documents in connection with such transactions as Purchaser or Farmer Mac may reasonably request.


 


(b)            Payment
of Fees. Issuer shall have paid all fees and expenses related to this Agreement and the other Bond Documents payable on or before
such date as required by this Agreement or any other Bond Document, including without limitation those owing under Section 2.05
and Section 8.12(a).


 


Section 3.02.      Conditions
Precedent to the Purchase of Each Bond and Draw Down on Each Variable Funding Bond. On each Closing Date, the following conditions
shall have been satisfied, in each case as determined by Farmer Mac in its reasonable discretion:


 


(a)            Access
to Capital Markets. Purchaser shall have successfully completed a separate offering of debt securities on or around such Closing
Date, the proceeds of which are contemplated to be used by Purchaser to finance the purchase of the Bonds, on terms acceptable to Farmer
Mac.


 


(b)            The
Bonds and Summary of Terms. Purchaser shall have received (i) an original copy of each Bond (or PDF copy with arrangement for
subsequent delivery of an original copy within two (2) Business Days from the Closing Date; provided, that Issuer shall retain
the original copy if requested by Purchaser or Farmer Mac in writing (email being sufficient), duly executed on behalf of Issuer, and
(ii) a PDF copy of the Summary of Terms for such Bonds (as agreed to by Farmer Mac and Purchaser), duly executed on behalf of Issuer.


 


(c)            Qualified
Collateral Schedule; Credit Approval. Purchaser and Farmer Mac shall have (i) received and provided written approval (in their
sole discretion) of the Qualified Collateral Schedule signed and delivered by Issuer and incorporated herein by reference, together with
a Certificate of Pledged Collateral, which shall demonstrate (on a pro forma basis assuming the issuance of the Bond on such Closing
Date) compliance with Section 6.03(a) hereof, and (ii) provided credit approval (in their sole discretion) for each item
of Qualified Collateral included in the Qualified Collateral Schedule.


 


(d)            Diligence.
Farmer Mac and Purchaser shall have received and reviewed, and be satisfied in their sole discretion with: (i) a Funding Request
or Draw Request, as applicable, and all documents required to be delivered thereunder, (ii) the Real Estate Diligence Deliverables,
(iii) copies of all of the Loan Documents to be pledged to the Collateral Agent in connection with the Qualified Loans newly included
on the Qualified Collateral Schedule delivered pursuant to paragraph (c) above, (iv) the Governing Documents of the Borrower,
(v) a lien search with respect to Issuer, in scope satisfactory to Purchaser and Farmer Mac and with results showing no liens other
than Permitted Liens and otherwise satisfactory to Purchaser and Farmer Mac; and (vi) all such other information regarding the applicable
Borrower and Underlying Collateral Property as Farmer Mac or Purchaser shall have reasonably requested.


 


(e)            Financial
and Other Information. Issuer shall have provided Farmer Mac and Purchaser with FPI’s most recent Financial Statements and
such other information (financial or otherwise) concerning Issuer, FPI and any other Affiliate Guarantor as Farmer Mac or Purchaser shall
have reasonably requested.


 






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(f)             No
Material Adverse Change. Farmer Mac and Purchaser shall be satisfied in their sole discretion, that no Material Adverse Change, or
any event or circumstance that could reasonably be expected to cause a Material Adverse Change, shall have occurred.


 


(g)            No
Event of Default. Farmer Mac and Purchaser shall be satisfied in their sole discretion that no Event of Default shall have occurred
and be continuing.


 


(h)            Payment
of Fees. Issuer shall have paid all fees and expenses related to this Agreement and the other Bond Documents payable on or before
such date as required by this Agreement or any other Bond Document, including without limitation those owing under Section 2.05
and Section 8.12(a).


 


(i)             Certified
Agricultural Mortgage Marketing Facility. Issuer’s status as a certified agricultural mortgage marketing facility pursuant
to 12 U.S.C. 2279aa-5 shall not have expired or been revoked.


 


(j)             Certification.
Issuer shall have provided Farmer Mac a closing certificate signed by a duly qualified officer of Issuer, dated as of such Closing Date,
substantially in the form of Annex F attached hereto.


 


Article IV


 


REPORTING
REQUIREMENTS


 


Section 4.01.      Annual
Reporting Requirements. So long as any Bonds remain outstanding, Issuer shall provide Farmer Mac and Purchaser the following
items within fifteen (15) calendar days following the date FPI is required to file its annual Financial Statement with the SEC, in each
case, in form and detail satisfactory to Farmer Mac and Purchaser:


 


(a)            the
Financial Statements of FPI for such Fiscal Year, including an unqualified opinion from an independent certified public accountant as
to such Financial Statements; and


 


(b)            a
certification by a duly authorized officer of FPI and Issuer, substantially in the form of Annex E attached hereto, certifying
the matters therein as of the end of the fourth Fiscal Quarter.


 


Section 4.02.      Quarterly
Reporting Requirements. So long as any Bonds remain outstanding, within the number of calendar days specified below Issuer shall
provide Farmer Mac and Purchaser the following items for each Fiscal Quarter (except as described in clauses (a) and (c)), in each
case, in form and detail satisfactory to Farmer Mac and Purchaser:


 


(a)            within
fifteen (15) calendar days following the date on which FPI is required to file its quarterly report with the SEC, the Financial Statements
of FPI for such Fiscal Quarter other than the last Fiscal Quarter of any Fiscal Year;


 






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(b)            within
fifteen (15) calendar days following the date on which FPI is required to file its quarterly report with the SEC, a Certificate of Pledged
Collateral;


 


(c)            within
fifteen (15) calendar days following the date on which FPI is required to file its quarterly report with the SEC, a certification by
a duly authorized officer of FPI and Issuer, substantially in the form of Annex E attached hereto, certifying the matters therein
as of the end of each Fiscal Quarter (except the fourth Fiscal Quarter); and


 


(d)            within
fifteen (15) calendar days following the date on which FPI is required to file its quarterly report with the SEC, a report in a format
reasonably acceptable to Farmer Mac and Purchaser that identifies all Qualified Collateral, which report shall include the Market Value,
the Loan-to-Value Ratio and the accrual status of each Qualified Loan constituting Qualified Collateral as of the end of such Fiscal
Quarter.


 


Section 4.03.      Default
Notices. If an action, occurrence, or event shall occur that is, or with notice and the passage of time would become, an Event of
Default, Issuer shall deliver a notice describing such action, occurrence, or event in reasonable detail to Farmer Mac and Purchaser
before 4:00 p.m. (District of Columbia time) on the Business Day following the date Issuer becomes aware of such action, occurrence,
or event, and, if such Event of Default should occur, shall submit to Farmer Mac and Purchaser, within five (5) calendar days thereafter,
a report setting forth its views as to the reasons for the Event of Default, the anticipated duration of the Event of Default, and what
corrective actions Issuer is taking to cure such Event of Default.


 


Section 4.04.      Additional
Reporting Obligations. Issuer shall:


 


(a)            within
the time limits set forth in Section 5.02(b), provide written notice to Farmer Mac and Purchaser of any amendment, modification,
restatement or replacement of, or supplement or other change to, its Governing Documents;


 


(b)            within
five (5) Business Days of any request therefor, provide Farmer Mac and Purchaser with any previously-prepared reports or statements
that the Collateral Agent reasonably requests, including, without limitation, (A) any reports or statements Issuer or FPI (i) files
with the SEC under the Securities Act or any other regulatory authority (provided that such report or communication may be provided consistent
with applicable law or regulation) and (ii) issues or distributes to investors that contain financial statements of FPI (to the
extent not separately provided under Section 4.01), whether or not publicly filed; provided, however, that the filing of a report
or statement via the Electronic Data Gathering, Analysis, and Retrieval system of the SEC (or such subsequent official electronic filing
system established by the SEC) shall constitute delivery of such report or statement, as the case may be, to the Collateral Agent upon
notification by Issuer to the Collateral Agent and (B) reports on FPI’s or Issuer’s financial projections or estimates;


 


(c)            within
five (5) Business Days after becoming aware of any such circumstance, notify Farmer Mac and Purchaser of any change in applicable
law or regulations, or any legal or regulatory process asserted, or threatened to be asserted, against Issuer or any Affiliate Guarantor,
in each case that materially affects or may materially affect Issuer’s or any Affiliate Guarantor’s authority or ability
to lawfully perform its obligations under the Bond Documents;


 






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(d)            within
five (5) Business Days after becoming aware of any such circumstance, notify Farmer Mac and Purchaser of (i) any Material Adverse
Change, (ii) any legal or regulatory action (including any pending or threatened litigation or judgment) directly involving Issuer
or any Affiliate Guarantor as a party that would reasonably be expected to cause a Material Adverse Change, (iii) any change in
FPI’s public credit rating by S&P, Moody’s or Fitch, as applicable, or (iv) any event of default occurring under
the Loan Documents;


 


(e)            within
one (1) Business Day after the occurrence of such circumstance, notify Farmer Mac and Purchaser at any time that Issuer fails to
maintain the Minimum Required Qualified Loan Level;


 


(f)             within
such timeframes as Farmer Mac or Purchaser reasonably requests, a schedule of all Loan Collateral, in such form and containing such detail
as Farmer Mac or Purchaser reasonably requests; and


 


(g)            within
such timeframes as Farmer Mac or Purchaser reasonably requests, such other information concerning Issuer, any Affiliate Guarantor, or
the Qualified Collateral as is reasonably requested by Farmer Mac or Purchaser.


 


Article V


 


REPRESENTATIONS
AND COVENANTS OF ISSUER


 


Section 5.01.      Representations
of Issuer. Issuer hereby represents to Farmer Mac and Purchaser, that on the date hereof and on each Closing Date:


 


(a)            it
has been duly organized and is validly existing and in good standing in its jurisdiction of organization;


 


(b)            it
has the power and authority to execute and deliver this Agreement and each of the other Bond Documents to which it is a party, to consummate
the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder;


 


(c)            it
has taken all necessary action to authorize the execution and delivery of this Agreement and each of the other Bond Documents to which
it is a party and its consummation of the transactions contemplated hereby and thereby and its performance of its obligations hereunder
and thereunder;


 


(d)            each
of this Agreement and the other Bond Documents to which it is a party has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligations, enforceable against it in accordance with their respective terms, subject to: (i) applicable
bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’
rights generally; and (ii) the application of general principles of equity regardless of whether such enforceability is considered
in a proceeding in equity or at law;


 






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(e)            no
approval, consent, authorization, order, waiver, exemption, variance, registration, filing, notification, qualification, license, permit
or other action is required to be obtained, given, made or taken, as the case may be, with, from or by any regulatory body, administrative
agency or governmental authority having jurisdiction over it or any third party under any agreement to which it is a party or by which
it or any of its properties are bound to authorize its execution and delivery of this Agreement or any of the other Bond Documents to
which it is a party, or its consummation of the transactions contemplated hereby or thereby or its performance of its respective obligations
hereunder or thereunder other than (i) any such consents or approvals that have already been obtained and (ii) filings necessary
to perfect (or maintain perfection of) the Security Interest;


 


(f)             neither
its execution or delivery of this Agreement or any of the other Bond Documents to which it is a party nor its consummation of any of
the transactions contemplated hereby or thereby or its performance of its respective obligations hereunder or thereunder, including,
without limitation, the pledge of the Loan Collateral to the Collateral Agent, conflicts with or will conflict with, violates or will
violate, results in or will result in a breach of, constitutes or will constitute a default under, or results in or will result in the
imposition of any lien or encumbrance pursuant to any term or provision of its Governing Documents, any provision of any existing law
or any rule or regulation currently applicable to it, any judgment, order or decree of any court or any regulatory body, administrative
agency or governmental authority having jurisdiction over it, or the terms of any mortgage, deed of trust, indenture, contract or other
agreement to which it is a party or by which it or any of its properties is bound;


 


(g)            it
is in compliance with all applicable laws and has the power and authority to own or lease its properties and to engage in the business
it presently conducts or proposes to conduct;


 


(h)            it
is duly licensed or qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the
business transacted by it or both makes such licensing or qualification necessary;


 


(i)             there
is no action, suit, proceeding or investigation before or by any court or any regulatory body, administrative agency or governmental
authority presently pending or, to its knowledge, threatened with respect to it, any Affiliate Guarantor, this Agreement, any of the
other Bond Documents, any of the Loan Documents or any of the Loan Collateral, (i) challenging the validity or enforceability of
this Agreement, any of the other Bond Documents, any of the Loan Documents, or any of the Loan Collateral, (ii) seeking to restrain,
enjoin or otherwise prevent it or any Affiliate Guarantor from engaging in its business as currently conducted or its consummation of
the transactions contemplated by this Agreement or any of the other Bond Documents, or (iii) which, if adversely determined, would
cause a Material Adverse Change;


 






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(j)             since
the date of the last Financial Statements delivered to Farmer Mac, no Material Adverse Change has occurred;


 


(k)            it
has (directly or through one or more Affiliates) the appropriate expertise, experience and qualifications to service, make, assume or
hold, as applicable, agricultural mortgage loans, including without limitation the Qualified Loans;


 


(l)             as
to each Qualified Loan, Issuer made a reasonable determination, as of the date on which Issuer pledged such Qualified Loan hereunder,
that the applicable Borrower under such Qualified Loan had sufficient repayment capacity to perform under such Qualified Loan without
requiring repayment support;


 


(m)           with
respect to each Qualified Loan that is pledged as Qualified Collateral, (1) such Qualified Loan meets the Eligibility Criteria;
(2) the Borrower under such Qualified has good and marketable title to the Underlying Collateral Properties securing such Qualified
Loan; and (3) the liens on the Underlying Collateral Properties securing each Qualified Loan in favor of Issuer and which are pledged
as Loan Collateral hereunder are valid, enforceable, and perfected first-priority liens, subject only to Permitted Real Estate Liens;


 


(n)            with
respect to each Qualified Loan and the related Loan Documents that are pledged as Qualified Collateral, (1) the Borrower thereunder
is authorized under applicable law and its Governing Documents, to execute and perform its obligations under such Qualified Loan and
related Loan Documents; (2) such Qualified Loan and the related Loan Documents have been duly authorized, executed and delivered
by the Borrower thereunder and constitute the legal, valid and binding obligations of such Borrower enforceable against such Borrower
in each case, in accordance with such document’s terms subject to (x) applicable bankruptcy, reorganization, insolvency, moratorium
and other laws of general applicability relating to or affecting creditors’ rights generally and (y) the application of general
principles of equity regardless of whether such enforceability is considered in a proceeding in equity or at law; (3) the Borrower
thereunder is not in default under such Qualified Loan or the related Loan Documents, and no event has occurred that is, or with notice
and the passage of time would become, a default under such Qualified Loan or the related Loan Documents; and (4) the Borrower thereunder
has no claims, defenses or set-offs to its obligations under such Qualified Loan or the related Loan Documents;


 


(o)            each
Loan Document required to be recorded or filed with any governmental authority in order to perfect the security interest created thereby,
including any Security Instrument, assignment of leases and rents, fixture filings and financing statements, has been submitted for recording
or filing, as applicable, with the appropriate governmental authority;


 


(p)            (i) it
originated each Qualified Loan or (ii) to the extent that it acquired any Qualified Loans from another originator (whether an Affiliate
or not), such acquisition was for good and valuable consideration without any recourse to the seller thereof (except for breaches of
representations and warranties made at transfer regarding the condition of the Qualified Loans and related interests at or prior to the
time of such transfer);


 






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(q)            (i) the
financial statements of Affiliate Guarantor provided to Purchaser and Farmer Mac hereunder (including the Financial Statements) are true
and correct and present fairly its financial position as of the dates indicated and the results of such party’s operations and
the changes in its cash flows for the periods specified, and (ii) such financial statements have been prepared in conformity with
U.S. GAAP applied on a consistent basis throughout the periods covered thereby;


 


(r)            each
Qualified Loan pledged as Qualified Collateral is freely transferable by assignment;


 


(s)            it
has good and marketable title to the Loan Collateral, free and clear of pledges, liens and encumbrances (including, without limitation,
any rights or claims of parties in possession, tenants, lessees, and occupants), except the Security Interest created hereunder and except
for Permitted Liens or as otherwise consented in writing by Farmer Mac, and the Security Interest created hereunder is valid and enforceable;


 


(t)            it
has obtained all necessary approvals and consents before pledging any Loan Collateral under this Agreement; and


 


(u)            it
has at all times:


 


(i)               remained
solvent and paid its debts when due, and paid its own liabilities and expenses, including salaries of its own employees, out of its own
funds and assets; and


 


(ii)             observed
all partnership, corporate, or limited liability company formalities, as applicable.


 


Section 5.02.      Covenants
of Issuer. Issuer hereby covenants that, at all times until the indefeasible payment in full of all Bond Obligations and the termination
of this Agreement:


 


(a)            it
shall remain in compliance with the requirements specified of Issuer herein (whether delineated in this Section 5.02 or otherwise)
and in the other Bond Documents;


 


(b)            it
shall not amend, supplement, modify, restate or replace any of its Governing Documents or other material agreements without providing
at least 10 Business Days’ prior written notice to Farmer Mac and Purchaser and, in the event such action could reasonably and
foreseeably cause a Material Adverse Change or materially impair the value of, or Farmer Mac’s ability to realize on, the Loan
Collateral, each as determined by Farmer Mac in its reasonable discretion, obtaining Farmer Mac’s prior written consent;


 


(c)            it
shall cause the Qualified Loans to meet the Eligibility Criteria at all times (including without limitation (i) the Loan-to-Value
Requirement and (ii) the requirement to receive subordination and non-disturbance agreements with respect to certain leases, as
set forth therein);


 






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(d)            it
shall maintain the Security Interest in favor of the Collateral Agent (for the benefit of Purchaser and Farmer Mac) in and to the Loan
Collateral and its first priority-status (subject only to Permitted Liens or as otherwise consented in writing by Farmer Mac);


 


(e)            it
shall maintain the Minimum Required Qualified Loan Level;


 


(f)            if
an Event of Default shall have occurred and be continuing or would result therefrom, it shall not directly or indirectly declare, order,
pay, make or set apart any sum for any distribution (whether in cash, securities or other property) in respect of any of its equity interests,
or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of such equity interests, other than distributions to FPI in a minimum
amount reasonably estimated to be required for FPI to continue to maintain its status as a real estate investment trust;


 


(g)            it
shall maintain all Loan Collateral pledged hereunder free and clear of pledges, liens, charges, mortgages and other encumbrances, except
for the Security Interest created hereunder and except for Permitted Liens or as otherwise consented in writing by Farmer Mac, for as
long as such Loan Collateral remains pledged hereunder;


 


(h)            it
shall maintain each Qualified Loan such that it is freely transferable by assignment;


 


(i)            it
shall upon reasonable prior notice and during normal business hours and at Farmer Mac’s expense (unless an Event of Default shall
have occurred and be continuing, in which case, at Issuer’s expense), permit the Collateral Agent or its designee (including any
regulatory body with examination authority over Purchaser and/or Farmer Mac) to review any and all documentation relating to the Loan
Collateral and/or Issuer’s servicing thereof, and discuss with Issuer’s personnel and/or agents matters related to the Loan
Collateral and/or Issuer’s servicing thereof;


 


(j)            it
shall not effect or permit a Change of Control without Farmer Mac’s prior written consent;


 


(k)            it
shall not undertake or consent to any modification of a Bond without Farmer Mac’s prior written consent;


 


(l)            it
shall not (i) dissolve, liquidate or wind-up its affairs, (ii) become a party to any merger or consolidation, or (iii) acquire
by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person or group of related Persons;


 






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(m)            it
shall not enter into any agreement containing any provision which would be breached by the performance by Issuer of any of its obligations
hereunder or under any other Bond Document;


 


(n)            it
shall not dispose of any of the Loan Collateral (except as may be expressly permitted under this Agreement);


 


(o)            it
shall not amend, supplement, modify, restate or replace any of the Loan Documents, in each case without the prior written approval of
Farmer Mac; and


 


(p)            it
shall enforce, and shall not waive or agree to waive, the provisions of the Loan Documents, except as approved in writing by Farmer Mac;.


 


Article VI


 


SECURITY
AND COLLATERAL


 


Section 6.01.      Security
and Loan Collateral.


 


(a)            As
security for the payment and performance of the Bond Obligations, Issuer hereby assigns, transfers, pledges, and grants to the Collateral
Agent for the benefit of Purchaser and Farmer Mac a first-priority security interest in and continuing lien on, subject to the terms
of this Agreement, all of Issuer’s right, remedy, title and interest in and to the Loan Collateral (the “Security Interest”).


 


(b)            Issuer
agrees to undertake any and all action to perfect and maintain the perfection of the Security Interest created hereby, including without
limitation, filing any and all necessary or appropriate UCC-1 financing statements and any UCC-3 amendments and/or continuations, in
each case in form and substance, and in each jurisdiction, necessary to perfect (and maintain the perfection of) the Security Interest,
and Issuer waives any right of objection to, and hereby expressly authorizes, any of the Collateral Agent or Purchaser undertaking such
action or actions on the individual or collective behalf of Issuer.


 


(c)            Issuer
shall, not later than three (3) Business Days after each Closing Date and after each addition, substitution or modification of any
of the Qualified Collateral in accordance with this Agreement deliver to Custodian, and Custodian, on behalf of Purchaser and the Collateral
Agent, shall hold (as more fully set forth in the Custody Agreement), (i) the Loan Documents for each Qualified Loan and such other
instruments, agreements, Security Instruments and other documents, instruments or liens representing or securing the Qualified Loans
or any other Loan Collateral, (ii) instruments of transfer or assignment duly executed in blank with respect to the Loan Documents,
and (iii) collateral assignments of any Security Instruments and other documents, instruments or liens representing or securing
the Qualified Loans or any other Loan Collateral, duly executed by Issuer and, with respect to collateral assignments of Security Instruments
or any other document or instrument filed in the real property records, duly recorded in such real property records. Notwithstanding
the foregoing, in the event that a recorded copy of any document or instrument has been filed with but is not yet available from the
applicable recorder or register within such time frame, Issuer shall deliver an unrecorded copy to Custodian, and Issuer shall subsequently
deliver a recorded copy to Custodian within ten (10) Business Days after Issuer’s receipt of the same. In addition, Issuer
shall, on each Closing Date and after each addition, substitution or modification of any of the Qualified Collateral in accordance with
this Agreement, unless a UCC financing statement has previously been filed and has not lapsed which sufficiently covers the added, substituted
or modified Qualified Collateral, as determined by Purchaser and Collateral Agent in their sole discretion, file an amended UCC financing
statement reflecting the addition, substitution or modification of any Qualified Collateral.


 






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(d)            Upon
the occurrence of an Event of Default, Purchaser shall have the right (in its sole and absolute discretion), to the extent a register
is maintained therefor, to direct the Collateral Agent to register any or all of the Loan Collateral in the Collateral Agent’s
own name as pledgee, or in the name of the Collateral Agent’s nominee (as pledgee or as sub-agent) or to continue to hold the Loan
Collateral in the name of Issuer, endorsed or assigned in blank or in favor of the Collateral Agent, and Issuer hereby appoints the Collateral
Agent (and each of its attorneys and agents serving in such capacity) as its attorney-in-fact to undertake any or all of the foregoing,
and to execute such assignments, instruments, certificates, or other documents on Issuer’s behalf that the Collateral Agent deems
necessary or appropriate to undertake the foregoing. Upon cessation of such Event of Default, the Collateral Agent shall take such action
as is directed by Farmer Mac to again cause the Loan Collateral to be registered in the name of Issuer (or its nominee).


 


(e)            Issuer
shall not create, or permit to exist, any pledge, lien, charge, mortgage, deed of trust, encumbrance, debenture, hypothecation or other
similar security instrument that secures, or in any way attaches to, the Loan Collateral, other than the Security Interest created hereby
and the Permitted Liens, without the prior written consent of Farmer Mac.


 


(f)            Issuer
bears the risk of loss for any Loan Collateral prior to delivery to Custodian or the Collateral Agent (or their respective agents), including
without limitation while such Loan Collateral is in transit from Issuer, as well as any time such Loan Collateral is in transit to Issuer.
In the event Issuer delivers any Loan Collateral to Custodian or the Collateral Agent (or their respective agents), the duty of Custodian
or the Collateral Agent, respectively, regarding such Loan Collateral shall be solely to use reasonable care in the custody and preservation
of the security in its possession.


 


(g)            The
Security Interest in respect of any item of Loan Collateral shall terminate, and all rights to any item of Loan Collateral shall revert
to Issuer upon: (i) the termination of this Agreement in accordance with its terms following the satisfaction in full of all Bond
Obligations; or (ii) the withdrawal, replacement or substitution or the sale, disposition, pledge, assignment or other transfer,
of an item of Loan Collateral by Issuer pursuant to, and in accordance with, this Agreement; provided that this Agreement shall
survive any assignment of any Bond. Upon the termination of this Agreement following the satisfaction in full of all Bond Obligations,
the Collateral Agent will execute and deliver to Issuer such documents as the parties shall prepare at Issuer’s own expense and
reasonably requested to evidence the termination of this Agreement.


 






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(h)            On
or before the date that is ninety (90) days following the Effective Date, Issuer shall (i) cause all Loan Documents and other
instruments, agreements, mortgages, deeds of trust, documents or liens evidencing, representing or securing loans described in clauses
(a) and (b) of the definition of Loan Collateral that constituted Loan Collateral under the Existing Agreement (the "Existing
Loan Documents") to be amended, amended and restated or otherwise modified to be in form and substance satisfactory to Collateral
Agent and Purchaser, (ii) cause the Qualified Collateral evidenced by such Existing Loan Documents to meet the Eligibility Criteria
and (iii) undertake such other actions with respect to the Existing Loan Documents (including, after clauses (i) and (ii) of
this Section 6.01(h) shall have been satisfied, the actions described in Section 6.01(c)) as the Collateral Agent and
Purchaser shall reasonably require.


 


Section 6.02.      Qualified
Collateral Schedule.


 


(a)            Concurrent
with or prior to the issuance of any Bond or the delivery of any Draw Request hereunder, Issuer will deliver to the Collateral Agent
a Qualified Collateral Schedule that is signed by an authorized officer of Issuer and dated as of the delivery date (together with an
electronic copy in a format reasonably acceptable to the Collateral Agent), setting forth the Loan Collateral pledged hereunder, each
of which Qualified Collateral Schedules shall form a part of this Agreement.


 


(b)            Simultaneously
with the (i) provision of additional Qualified Collateral by Issuer to the Collateral Agent or Custodian pursuant to Section 6.03(b) or
(c) hereof, or (ii) withdrawal, sale, disposition, pledge, assignment, other transfer, or replacement or substitution of Qualified
Collateral by Issuer pursuant to Section 6.03(c), Issuer shall prepare and deliver to the Collateral Agent (with a copy to
Farmer Mac) a new Qualified Collateral Schedule that is signed by an authorized officer of Issuer and dated as of the delivery date (with
an electronic copy in a format reasonably acceptable to the Collateral Agent) setting forth the revised list of Qualified Collateral,
which revised Collateral Schedule shall form a part of this Agreement, together with a duly executed Certificate of Pledged Collateral,
demonstrating compliance with Section 6.03(a) hereof.


 


Section 6.03.      Minimum
Required Qualified Loan Level.


 


(a)            Issuer
shall ensure that on each Business Day prior to the termination of the Security Interest pursuant to Section 6.01(g)(i), the Market
Value of the Qualified Loans pledged hereunder shall be at least equal to the respective level specified on Schedule I for the
 “Minimum Required Qualified Loan Level,” expressed as a percentage of the sum of (i) the outstanding principal
balance of all Bonds that are not Variable Funding Bonds plus (ii) the face amount of all Variable Funding Bonds.


 


(b)            If
the Market Value of the Qualified Loans falls below the Minimum Required Qualified Loan Level as of any Business Day (including by reason
of a previously-classified Qualified Loan no longer satisfying the Eligibility Criteria), (i) Issuer shall provide additional Qualified
Loans hereunder such that the Market Value of the Qualified Loans pledged to the Collateral Agent under this Agreement as of such Business
Day satisfies the Minimum Required Qualified Loan Level (provided, for the avoidance of doubt, all such Qualified Loans shall
be approved by Farmer Mac in its sole discretion), or (ii) to the extent Issuer cannot provide such additional Qualified Loans under
the foregoing clause (i), Issuer shall either (x) if acceptable to Farmer Mac in its sole discretion, deposit with Collateral
Agent sufficient cash or other security in form and substance acceptable to Purchaser and Farmer Mac in their sole discretion such that
the Market Value of the Qualified Loans and the cash collateral, together, satisfy the Minimum Required Qualified Loan Level, which cash
collateral shall be released to Issuer reasonably promptly following such time as Issuer provides additional Qualified Loans hereunder
such that the Market Value of the Qualified Loans pledged to the Collateral Agent under this Agreement as of such Business Day satisfies
the Minimum Required Qualified Loan Level or (y) repay the outstanding principal balance of the Bonds to the extent required to
maintain the Minimum Required Qualified Loan Level as of any such Business Day, subject to Section 2.03.


 






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(c)            So
long as the Market Value of the Qualified Loans listed on the most recently delivered Qualified Collateral Schedule is above the Minimum
Required Qualified Loan Level and no Event of Default exists and is continuing, Issuer may withdraw, sell, dispose, pledge, assign
or otherwise transfer, or, upon the express prior written consent of Farmer Mac, replace or substitute, any item of Qualified Collateral
then listed on the Qualified Collateral Schedule, free and clear of the Security Interest, pledge, lien and encumbrance created under
this Agreement, provided that any such withdrawal, sale, disposition, pledge, assignment, other transfer, or replacement or substitution
would not cause the Market Value of the Qualified Loans after such action to be below the Minimum Required Qualified Loan Level (in the
case of any replacement or substitution, after taking into account any replacement or substitute Qualified Collateral provided by Issuer
to the Collateral Agent simultaneously therewith), in each case as evidenced by a revised Qualified Collateral Schedule provided by Issuer
to the Collateral Agent simultaneously with such withdrawal, sale, disposition, pledge, assignment, other transfer, or replacement or
substitution, which revised Qualified Collateral Schedule shall form a part of this Agreement. At any time, Issuer may pledge additional
Qualified Collateral under this Agreement by delivering a Qualified Collateral Schedule (together with a Certificate of Pledged Collateral)
to the Collateral Agent specifying such additional collateral (provided, for the avoidance of doubt, any additional Qualified
Loans shall be approved by Farmer Mac in its sole discretion).


 


Section 6.04.      Loan
to Value.


 


(a)            Not
more than once during any calendar year with respect to each Qualified Loan, Farmer Mac may notify Issuer of Farmer Mac's determination
(such notice, a "Deficient LTV Notice") that the Loan-to-Value Requirement with respect to such Qualified Loan is not
satisfied. Any such Deficient LTV Notice shall include a table of market values of the Underlying Collateral Properties securing the
applicable Qualified Loan used by Farmer Mac (which may be based upon Farmer Mac's internal valuation practices) in calculating the Loan-to-Value
Ratio of such Qualified Loan. For purposes of this Section 6.04(a), the Loan-to-Value Ratio of the applicable Qualified Loan will
be calculated as of the applicable date of determination by dividing (a) the aggregate unpaid balance of such Qualified Loan as
of such date by (b) the aggregate value of the Underlying Collateral Properties securing such Qualified Loan (as set forth in the
applicable table of market values in accordance with the immediately preceding sentence) as of such date, disregarding for purposes of
this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization
(as reasonably determined by Farmer Mac).


 






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(b)            If
Farmer Mac shall deliver a Deficient LTV Notice, Issuer shall within ten (10) days of receipt thereof provide irrevocable notice
to Farmer Mac that Issuer will undertake one of the following actions: (i) obtain new appraisals of some or all of the Underlying
Collateral Properties directly securing (and not by virtue of cross collateralization) the applicable Qualified Loan in a scope and manner
Issuer reasonably expects to result in an appraised value sufficient to cause the Loan-to-Value Ratio with respect to such Qualified
Loan to satisfy the Loan-to-Value Requirement (a "New Appraisal Election"), (ii) cause the applicable Borrower
to pledge additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer
Mac sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (an "Additional
Underlying Collateral Election") or (iii) provide evidence reasonably acceptable to Farmer Mac that the applicable Qualified
Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy
the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loans, if applicable);
provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03.


 


(c)            If
Issuer shall make a New Appraisal Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt of such New Appraisal
Election, deliver to Farmer Mac appraisals (which shall be prepared by certified appraisers) acceptable to Farmer Mac of some or all
of the Underlying Collateral Properties securing the applicable Qualified Loan sufficient to cause the Loan-to-Value Ratio of such Qualified
Loan to satisfy the Loan-to-Value Requirement, as determined by Farmer Mac and disregarding for purposes of this determination the value
of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by
Farmer Mac). If following its receipt and review of such appraisals Farmer Mac shall determine that the Loan-to-Value Ratio with respect
to the applicable Qualified Loan does not satisfy the Loan-to-Value Requirement as determined in accordance with the immediately preceding
sentence, then Issuer shall, within ten (10) days after receipt of notice thereof from Farmer Mac, either (i) provide evidence
to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements of Schedule
II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the
Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such
Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac), or (ii) provide evidence that the
applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio of such Qualified Loan
to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loan, if applicable)
as determined in accordance with the immediately preceding sentence; provided, that, for the avoidance of doubt, Issuer shall also
continue to comply with Section 6.03.


 






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(d)            If
Issuer shall make an Additional Underlying Collateral Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt
of such Additional Underlying Collateral Election, provide evidence to Farmer Mac that the applicable Borrower has pledged additional
real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause
the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this
calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably
determined by Farmer Mac).


 


Section 6.05.      Appointment
of the Collateral Agent. Subject to the terms and conditions hereof, each of Purchaser and Farmer Mac hereby appoints the Collateral
Agent, and the Collateral Agent hereby accepts such appointment to act as the Collateral Agent pursuant to the terms of this Agreement.
The Collateral Agent acknowledges the grant of the Security Interest hereunder and agrees to perform its duties in this Agreement to
the end that the interests of Purchaser and Farmer Mac may be adequately and effectively protected. The Collateral Agent shall not resign
or be removed until such time as a successor reasonably acceptable to Purchaser and Farmer Mac has been duly appointed and accepted such
appointment.


 


Article VII


 


EVENTS
OF DEFAULT


 


Section 7.01.      Events
of Default. Any of the following actions, occurrences or events shall constitute an “Event of Default” under the
terms of this Agreement:


 


(a)            a
failure by Issuer or any Affiliate Guarantor to make a payment of principal or interest on any Bond, or to pay any other amount due hereunder
or under the other Bond Documents, for more than two (2) Business Days after the same becomes due and payable;


 


(b)            any
representation, warranty, certification or statement of fact made or deemed made at any time by Issuer or any Affiliate Guarantor to
Purchaser and/or Farmer Mac in connection with this Agreement or any of the other Bond Documents or in any certificate, other instrument
or statement furnished pursuant to the provisions hereof or thereof, shall prove to be incorrect or untrue in any material respect when
made or deemed made;


 


(c)            a
failure by Issuer or any Affiliate Guarantor to comply with any covenant contained in Article IV, Section 5.02, Section 6.01,
Section 6.02 or Section 6.04;


 


(d)            a
failure by Issuer or any Affiliate Guarantor to comply with any other covenant, requirement or provision contained in this Agreement
or any other Bond Documents, and such failure remains uncured for the expressly specified cure period with respect thereto or, if no
such cure period is specified, for a period of thirty (30) calendar days after the earlier of (i) written notice of such failure
is given to Issuer by Farmer Mac, or (ii) Issuer obtaining actual knowledge of such failure;


 






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(e)            (i) the
filing of any petition against Issuer or any Affiliate Guarantor seeking to adjudge Issuer or such Affiliate Guarantor as bankrupt or
insolvent, and such petition remains undismissed or unstayed for a period of sixty (60) consecutive days, or (ii) the entry of a
decree or order by a court having jurisdiction in the premises adjudging Issuer or any Affiliate Guarantor as bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of Issuer or
any Affiliate Guarantor under the Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Issuer or any Affiliate Guarantor or
of any substantial part of its property, or ordering the winding up or liquidation of its respective affairs, and the continuance of
any such decree or order unstayed and in effect for a period of sixty (60) consecutive days;


 


(f)            the
commencement by Issuer or any Affiliate Guarantor of proceedings to be adjudicated as bankrupt or insolvent, or the consent by Issuer
or any Affiliate Guarantor to the institution of bankruptcy or insolvency proceedings against it, or the filing by Issuer or any Affiliate
Guarantor of a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or any other applicable federal
or state law or law of the District of Columbia, or the consent by Issuer or any Affiliate Guarantor to the filing of any such petition
or to the appointment of receiver, liquidator, assignee, trustee, sequestrator (or similar official) of Issuer or any Affiliate Guarantor
or of any substantial part of its property, or the making by Issuer or any Affiliate Guarantor of an assignment for the benefit of creditors,
or the admission by Issuer or any Affiliate Guarantor in writing of its inability to pay its debts generally as they become due, or the
taking of action by Issuer or any Affiliate Guarantor in furtherance of any such action;


 


(g)            Issuer
or any Affiliate Guarantor authorizes or discloses to its partners, limited partners, stockholders, members, or other equity holders
its intention to authorize any voluntary dissolution, liquidation or winding up of Issuer or such Affiliate Guarantor, if such date of
voluntary liquidation, dissolution, or winding up is prior to the maturity date of any Bonds outstanding that are not prepayable;


 


(h)            a
default occurs under any mortgage, deed of trust indenture, instrument or agreement under which there may be issued or by which there
may be secured or evidenced any indebtedness for money borrowed by or guaranteed by Issuer or any Affiliate Guarantor, whether such indebtedness
now exists or is created after the date hereof, if the principal amount of such indebtedness, together with the principal amount of any
other such indebtedness under which there has been a default, exceeds $10,000,000.00;


 


(i)             any
final judgment or order (not covered by insurance) for the payment of money in excess of $10,000,000.00 in the aggregate for all such
final judgments or orders (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against Issuer
or any Affiliate Guarantor, which judgment or order is not discharged, satisfied, vacated, bonded or stayed pending appeal within a period
of sixty (60) days from the date of entry;


 






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(j)             Issuer
fails to maintain the Minimum Required Qualified Loan Level as of any Business Day and such failure remains uncured by the provision
of additional qualified Loans or, if approved by Farmer Mac in its sole discretion, the deposit of cash collateral as provided in Section 6.03(b),
for five (5) Business Days;


 


(k)            Any
of the Bond Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such
party’s successors and assigns (as permitted under the Bond Documents) in accordance with the respective terms thereof or shall
in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way
be challenged or contested by any party thereto (other than Purchaser or Farmer Mac) or cease to give or provide the respective liens,
security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; or


 


(l)            The
Security Interest shall cease to be, or shall be asserted by Issuer not to be, a valid or perfected lien on any portion of the Loan Collateral,
with the priority required hereunder, except (i) as a result of a release pursuant to Section 6.01(g), or (ii) as a result
of the sale or other disposition of the applicable Loan Collateral in a transaction permitted under the Loan Documents.


 


Section 7.02.      Acceleration;
Other Remedies.


 


(a)            Upon
the occurrence, and during the continuance, of an Event of Default:


 


(i)            Farmer
Mac may declare the entire principal amount of, and accrued interest on, the Bonds at the time outstanding to be immediately due and
payable, and take such other action as is provided for by law, in this Agreement, or in any of the other Bond Documents, including injunctive
or other equitable relief; and/or


 


(ii)           the
Collateral Agent shall, at the written direction of Farmer Mac, pursue any of the following remedies, separately, successively, or cumulatively:


 


(1)            take
possession (or cause the delivery to Custodian) of the instruments, agreements, mortgages and other documents representing the Loan Collateral,
and all payment records relating to the Loan Collateral not already in the Collateral Agent’s (or Custodian’s) possession,
immediately upon demand (and Issuer grants to the Collateral Agent the right (to the extent of Issuer’s own right), for this purpose,
to enter into any premises where the Loan Collateral or any part thereof may be located during normal business hours and upon reasonable
notice to Issuer);


 


(2)            record
an assignment of any Security Instrument and any separate assignment of leases and rents included as a Loan Document in the appropriate
real property records;


 


(3)            pursue
any other remedy available at law or in equity to collect, enforce, or satisfy the Bond Obligations, including exercising its rights
as secured creditor to collect income on the Loan Collateral, to accelerate and declare immediately due and payable amounts due under
any promissory note evidencing any Qualified Loan or other loan which constitutes Loan Collateral, to exercise its rights to foreclose
on the Loan Collateral (including, without limitation, the Loan Documents) or to sell, assign, transfer, lease, or otherwise dispose
of the Loan Collateral (including, without limitation, the Loan Documents) whether or not the Loan Collateral is in the Collateral Agent’s
possession, in each case subject to clause 7.02(a)(ii)(1) above; and


 






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(4)            notify
the Borrower or any other party obligated on any Qualified Loan to pay any amounts owed thereon directly to the Collateral Agent.


 


(b)            If
the Collateral Agent exercises its rights under Section 7.02(a)(ii) in respect of the Loan Collateral upon the occurrence and
during the continuance of an Event of Default, the Collateral Agent may take any action to the fullest extent permitted by applicable
law (including, for the avoidance of doubt, Article 9 of the uniform commercial code, as adopted in the relevant jurisdiction).
Without limiting the generality of the foregoing, the Collateral Agent may, at the written direction of Farmer Mac, sell, assign, transfer
and deliver the whole or any part of the Loan Collateral at private or public sale, at such prices as Farmer Mac may, in good faith,
deem best, without public advertisement, and Issuer waives notice of the time and place of sale, except any notice that is required by
law and may not be waived. In connection therewith, (i) the Collateral Agent has no obligation to prepare any Loan Collateral for
sale, and the Collateral Agent, at the written direction of Farmer Mac, may sell any Loan Collateral and disclaim any warranties without
adversely affecting the commercial reasonableness of the sale, and (ii) Purchaser or Farmer Mac may purchase any or all of the Loan
Collateral and may apply any portion of the purchase price to any of the Bond Obligations owing to Purchaser or Farmer Mac.


 


(c)            Subject
to Section 9-615 of the uniform commercial code in the relevant jurisdiction, any and all proceeds realized by the Collateral Agent
upon selling or disposing of the Loan Collateral will be applied in the following order:


 


(i)            first,
to pay all out-of-pocket costs and expenses incurred by each of Purchaser, Farmer Mac and the Collateral Agent for the collection, sale,
enforcement and/or foreclosure of the Loan Collateral (including reasonable expenses incurred in the protection of the Collateral Agent’s
title to or lien upon or right in connection therewith, reasonable expenses for each party’s legal fees, and reasonable expenses
in connection with any such sale or sales, insurance, commission for sales and guaranty);


 


(ii)           second,
to each of the Collateral Agent and Custodian for any amounts due and unpaid in accordance with the applicable Bond Documents;


 


(iii)          third,
to Farmer Mac in respect of any amounts previously paid by Farmer Mac in respect of its guarantee pursuant to Section 9.01 hereof;


 






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(iv)          fourth,
to remaining interest owed under the Bond(s), pro rata;


 


(v)           fifth,
to remaining principal amount owed under the Bond(s) and any other remaining Bond Obligations, pro rata; and


 


(vi)          sixth,
any remaining proceeds in accordance with applicable law.


 


Article VIII


 


MISCELLANEOUS


 


Section 8.01.      GOVERNING
LAW; CONSENT TO JURISDICTION.


 


(a)            EXCEPT
AS SET FORTH IN SECTION 9.01 HEREOF, THIS AGREEMENT AND THE OTHER BOND DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, FEDERAL LAW or, if federal law does not apply, the laws of the state of New York applicable
to contracts made and performed therein. TO THE EXTENT FEDERAL LAW INCORPORATES STATE LAW, THAT STATE LAW SHALL BE THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED THEREIN.


 


(b)            EACH
PARTY TO THIS AGREEMENT SUBMITS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES FEDERAL COURT LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR PURPOSES OF ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER BOND DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY
TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION,
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER BOND DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, BY THE MAILING
OF A COPY THEREOF, BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT
THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE GIVEN WRITTEN NOTICE TO THE OTHER PARTY HERETO.
THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY OTHER JURISDICTION.


 






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Section 8.02.      WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY 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 OR RELATING TO THIS AGREEMENT, THE OTHER BOND DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.02.


 


Section 8.03.       Notices.
All demands, notices, instructions, and other communications required or permitted to be given hereunder shall be in writing and shall
be addressed as specified in Schedule I attached hereto as appropriate except as otherwise provided herein. The address, telephone
number, email address, or facsimile number for any party may be changed at any time and from time to time upon written notice given by
such changing party to the other parties hereto. A properly addressed notice or other communication shall be deemed to have been delivered
to the party or parties to which it is given at the time it is sent by: (a) a nationally recognized overnight delivery service or
by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth in Schedule I, with a copy
also to be sent by email or (b) email to the email recipient as set forth in Schedule I.


 


Section 8.04.       Benefit
of Agreement. This Agreement shall become effective when it shall have been executed by Farmer Mac, Purchaser and Issuer and the
conditions set forth in Section 3.01 shall have been satisfied or waived, and thereafter shall be binding upon and inure to the
respective benefit of the parties and their permitted successors and assigns.


 


Section 8.05.       Entire
Agreement. This Agreement, the Schedules and Annexes hereto, and the other Bond Documents together constitute the entire agreement
between the parties hereto concerning the matters contained herein or therein, as applicable, and supersede all prior oral and written
agreements and understandings between the parties.


 


Section 8.06.      Amendments
and Waivers.


 


(a)            No
provision of this Agreement may be amended or modified except pursuant to an agreement in writing entered into by Farmer Mac, Purchaser
and Issuer. No provision of this Agreement may be waived except in writing by the party or parties receiving the benefit of and under
such provision.


 


(b)            No
failure or delay of Farmer Mac or Purchaser in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. No waiver of any provision of this Agreement
or consent to any departure by Issuer therefrom shall in any event be effective unless the same shall be authorized as provided in paragraph
(a) of this Section 8.06, and then such waiver or consent shall be effective only in the specific instance and for the purpose
for which given. No notice or demand on Issuer in any case shall entitle Issuer to any other or further notice or demand in similar or
other circumstances.


 






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Section 8.07.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute
one and the same instrument. Signatures to this Agreement transmitted by electronic means shall be valid and effective to bind the party
so signing. A failure to deliver an execution original to this Agreement shall not affect the enforceability of this Agreement, it being
expressly agreed that each party hereto shall be bound by its own electronically transmitted signature and accept the electronically
transmitted signature of each of the other parties hereto.


 


Section 8.08.      Termination
of Agreement. Issuer may elect, by notice in writing to the other parties hereto, to terminate this Agreement upon the indefeasible
payment in full of all Bond Obligations in accordance with their terms (or as otherwise permitted in writing by Farmer Mac). Farmer Mac
and Purchaser may elect, by notice in writing to the other parties hereto, to terminate this Agreement during any period when no Bonds
are outstanding pursuant to this Agreement.


 


Section 8.09.       Survival.
The representations and warranties of each of the parties hereto contained in this Agreement and contained in each of the other Bond
Documents, and the parties’ obligations under any and all thereof, shall survive and shall continue in effect following the execution
and delivery of this Agreement, any disposition of the Bonds and the expiration or other termination of any of the other Bond Documents.
The covenants of Issuer and any Affiliate Guarantor to make any payments under the Bond Documents and the agreements of Issuer set forth
in Section 8.12 shall survive the expiration or the earlier termination of the Bond Documents and the payment in full of all Bond
Obligations. Any of the other covenants set forth in any of the Bond Documents shall not survive the expiration or the earlier termination
of such Bond Document, except to the extent expressly set forth in such Bond Document.


 


Section 8.10.      Severability.
If any term or provision of this Agreement or any Bond Document or the application thereof to any circumstance shall, in any jurisdiction
and to any extent, be invalid or unenforceable, such term or such provision shall be ineffective as to such jurisdiction to the extent
of such invalidity or unenforceability without invalidating or rendering unenforceable any remaining terms or provisions of such Bond
Document or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable.


 


Section 8.11.       Confidentiality.
Each of Purchaser and Farmer Mac agrees to maintain the confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to the extent such party reasonably deems necessary to do so in working with taxing authorities or other governmental
agencies or regulatory bodies; (b) to the extent required by applicable laws or by any subpoena or similar legal process; (c) in
connection with the exercise of any remedies hereunder or under any other Bond Document or any action or proceeding relating to this
Agreement or any other Bond Document or the enforcement of rights hereunder or thereunder; (d) to attorneys for and other advisors,
accountants, auditors and consultants to either Purchaser or Farmer Mac, provided, that such Person shall have agreed to receive
such Information subject to the terms of this Section or otherwise be subject to confidentiality obligations to Purchaser or Farmer
Mac; (e) in connection with FPI’s SEC reporting requirements and related press releases and supplemental information; provided
that Issuer shall afford Farmer Mac an opportunity to review and comment on press releases or other disclosures that are not required
by law prior to issuing any such press release or other disclosure; or (f) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section, or (y) becomes available to Purchaser or Farmer Mac on a nonconfidential
basis from a source other than Issuer who, to the actual knowledge of Purchaser or Farmer Mac, did not acquire such information as a
result of a breach of this Section.


 






    31 


     


    

 


For purposes of this Section,
 “Information” means all information received from Issuer relating to Issuer or its business, other than any such information
that is available to Purchaser or Farmer Mac on a nonconfidential basis prior to disclosure by Issuer; provided that, in the case of
information received from Issuer after the date hereof, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.


 


Issuer and its Affiliates
agree that they will not in the future issue any press releases or other public disclosure (other than public disclosures made in FPI’s
SEC filings and related press releases and supplemental information) using the name of the Collateral Agent, Purchaser or Farmer Mac
or their respective Affiliates or referring to this Agreement or any of the Bond Documents without the prior written consent of Farmer
Mac, unless (and only to the extent that) Issuer or such Affiliate is required to do so under law and then, in any event Issuer or such
Affiliate will consult with Farmer Mac before issuing such press release or other public disclosure.


 


Section 8.12.      Expenses;
Indemnity; Damage Waiver.


 


(a)            Costs
and Expenses. Issuer shall pay all reasonable and documented out of pocket expenses incurred by Purchaser, the Collateral Agent,
Farmer Mac, the Custodian and their affiliates (including the reasonable fees, charges and disbursements of counsel) in connection with
(i) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Bond Documents, or any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated, (ii) the diligence and review of any loans proposed to be Qualified Loans or any other Loan Collateral, including
the agricultural real estate securing such proposed Qualified Loans (including all appraisal, title and legal costs in connection therewith),
and (iii) the enforcement or protection of its rights under this Agreement and the other Bond Documents, including its rights under
this Section, and including the same incurred during any workout, restructuring or negotiations in respect of the Bonds.


 






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(b)            Indemnification
by Issuer. Issuer shall indemnify Purchaser, the Collateral Agent (and any sub-agent thereof) and Farmer Mac, and each Related Party
of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of
any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Issuer or any
affiliate of Issuer and the expense of investigation) other than such Indemnitee and its Related Parties arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement, any other Bond Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) the issuance of any Bond by Issuer or the use or proposed
use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned
or operated by Issuer or any of its affiliates or securing any Qualified Loan, or any Environmental Liability related in any way to Issuer,
any of its Affiliates, any Borrower or any of the Underlying Collateral Properties, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by
a third party or by Issuer or any of its affiliates, and regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Issuer or any of its affiliates against
an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Bond Document, if Issuer or
such affiliate of Issuer has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction.


 


(c)            Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, Issuer shall not assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Bond Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, or any Bond or the use of the proceeds thereof. No
Indemnitee referred to in this Section 8.12 shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Bond Documents or the transactions contemplated hereby or thereby.


 


(d)            Payments.
All amounts due under this Section shall be payable not later than fifteen (15) days after demand therefor.


 


(e)            Survival.
Each party’s obligations under this Section 8.12 shall survive the resignation of the Collateral Agent or any assignment of
rights by Purchaser or Farmer Mac, and the repayment, satisfaction or discharge of all obligations under any Bond Document.


 






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Section 8.13.       Amendment
and Restatement. Upon satisfaction of the conditions precedent set forth in Section 3.01, (a) the Existing Agreement
shall be and hereby is amended, superseded and restated in its entirety by the terms and provisions of this Agreement, and (b) the
Bonds issued under, and the other obligations (including, for the avoidance of doubt, any accrued fees and interest) of Issuer and any
Affiliate Guarantor under, the Existing Agreement (including those described on Schedule IV) shall be governed by and subject
to the provisions of this Agreement, without any further action. This Agreement shall not constitute a novation of the Existing Agreement
or the obligations created thereunder. This Agreement does not evidence or effect a release or relinquishment of the Security Interest
or any other security interest, lien or encumbrance, or the priority thereof, granted under the Existing Agreement or any other Bond
Document, as defined herein or in the Existing Agreement, all of which shall continue pursuant to such documents and shall secure all
Bond Obligations as defined herein.


 


Article IX


 


GUARANTEE


 


Section 9.01.      Guarantee.


 


(a)            Farmer
Mac agrees to pay in full to the holder of each Bond, the principal of, and interest on, the Bonds when due, whether at maturity, upon
redemption or otherwise, on the applicable due date for such payment.


 


(b)            Farmer
Mac’s obligations hereunder shall inure to the benefit of and shall be enforceable by any holder of a Bond if, for any reason beyond
the control of such holder, such holder shall have failed to receive the interest or principal, as applicable, payable to such holder
on any payment date, redemption date or stated maturity date. Farmer Mac hereby irrevocably agrees that its obligations hereunder shall
be unconditional, irrespective of the validity, legality or enforceability of, or any change in or amendment to, this Agreement or any
Bond, the absence of any action to enforce the same, the waiver or consent by the holder of any Bond or by the Collateral Agent with
respect to any provisions of this Agreement, or any action to enforce the same or any other circumstance that might otherwise constitute
a legal or equitable discharge or defense of a guarantor. Farmer Mac hereby waives diligence, presentment, demand of payment, protest
or notice with respect to each Bond or the interest represented thereby, and all demands whatsoever, and covenants that the guarantee
will not be discharged except upon complete irrevocable payment of the principal and interest obligations represented by the Bonds.


 


(c)            Farmer
Mac shall be subrogated to and is hereby assigned all rights of the holder of the Bonds against Issuer, the Affiliate Guarantors and
the proceeds of the Loan Collateral, all in respect of any amounts paid by Farmer Mac pursuant to the provisions of the guarantee contained
in this Article IX. Each holder shall execute and deliver to Farmer Mac in each holder’s name such instruments and documents
as Farmer Mac may reasonably request in writing confirming or evidencing such subrogation and assignment.


 






    34 


     


    

 


(d)            No
reference herein shall alter or impair the guarantee, which is absolute and unconditional, of the due and punctual payment of principal
of, and interest on, the Bonds, on the dates such payments are due.


 


(e)            The
guarantee is not an obligation of, and is not a guarantee as to principal or interest by, the Farm Credit Administration, the United
States or any other agency or instrumentality of the United States (other than Farmer Mac).


 


(f)             The
guarantee 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 New York applicable to contracts made and performed therein.


 


Section 9.02.      Control
by Farmer Mac. Farmer Mac shall be considered the “control party” and the holder of all Bonds outstanding for all purposes
hereunder and shall be permitted to take any and all actions permitted to be taken by the holder thereunder. Farmer Mac will have the
sole right to direct the time, method and place of conducting any proceeding for any remedy available to the Collateral Agent or any
holder with respect to the Bonds or exercising any power conferred on the Collateral Agent with respect to the Bonds provided that
such direction shall not be in conflict with any rule of law.


 


[Signature Page Follows]


 






    35 


     


    

 


IN WITNESS WHEREOF, each
party hereto has caused this Agreement to be executed by an authorized officer as of the day and year first above written.


 


	 	FARMER MAC MORTGAGE
    SECURITIES CORPORATION
	 	 
	 	By:	 /s/ Zachary Carpenter
	 	Name: Zachary Carpenter
	 	Title: Executive Vice President
	 	 
	 	 
	 	FEDERAL AGRICULTURAL MORTGAGE
    CORPORATION
	 	 
	 	By:	 /s/ Zachary Carpenter
	 	Name: Zachary Carpenter
	 	Title: Executive Vice President
	 	 
	 	 
	 	FARMLAND PARTNERS OPERATING
    PARTNERSHIP, LP, as Issuer
	 	 
	 	By: 	/s/ Luca Fabbri
	 	Name: Luca Fabbri
	 	Title: President



 


[Signature Page to Second
Amended and Restated Bond Purchase and Security Agreement]


 






     


     


    

 


SCHEDULE I


 


SECOND AMENDED AND RESTATED AGVANTAGE®
BOND PURCHASE AND SECURITY AGREEMENT


 


ADDITIONAL TERMS


 


These additional terms shall form a part of and
be incorporated by reference in the Second Amended and Restated AgVantage® Bond Purchase and Security Agreement dated
December 22, 2022 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”),
between Farmland Partners Operating Partnership, LP, a Delaware limited partnership, as Issuer (“Issuer”), Farmer
Mac Mortgage Securities Corporation, as Purchaser (“Purchaser”), and the Federal Agricultural Mortgage Corporation,
as Guarantor and the Collateral Agent (“Farmer Mac” or the “Collateral Agent”).


 


	Affiliate Guarantor(s):	Farmland Partners Inc., a Maryland corporation 
	 	 
	Additional Bond Document(s):	N/A
	 	 
	Custodian:	U.S. Bank National Association
	 	 
	Maximum Aggregate Amount:	$300,000,000.00 (uncommitted)
	 	 
	Minimum Bond Denominations:	$2,500,000.00 (with subsequent increments of $1,000.00)
	 	 
	Section 6.03 – 

    Minimum Required Qualified Loan Level:	100%
	 	 
	Section 8.03 – 

    Addresses for Notices (Issuer)	Farmland Partners Operating Partnership, LP

    c/o Farmland Partners Inc.

    4600 South Syracuse Street #1450

    Denver, CO 80237

    Email: finance@farmlandpartners.com

    Attention of: Richard Keck

     

    with a copy to:

     

    Farmland Partners Operating Partnership, LP

    c/o Farmland Partners Inc.

    4600 South Syracuse Street #1450

    Denver, CO 80237

    Email: legal@farmlandpartners.com

    Attention of: Richard Keck

	 	 
	Section 8.03 – 

    Addresses for Notices (Purchaser/the Collateral Agent)	Federal Agricultural Mortgage Corporation

    1999 K Street, NW, 4th Floor

    Washington, DC 20006

    Email: AGVDeals@farmermac.com

    Attention of: Institutional Business Development

	 	 
	Additional Requirements:	N/A


 






     


     


    

 


SCHEDULE II


 


SECOND AMENDED AND RESTATED AGVANTAGE®
BOND PURCHASE AND SECURITY AGREEMENT


 


QUALIFIED LOAN ELIGIBILITY CRITERIA


 


These Eligibility Criteria for Qualified Loans
shall form a part of and be incorporated by reference in the Second Amended and Restated AgVantage® Bond Purchase and
Security Agreement dated December 22, 2022 (as may be amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement”), between Farmland Partners Operating Partnership, LP, a Delaware limited partnership,
as Issuer (“Issuer”), Farmer Mac Mortgage Securities Corporation, as Purchaser (“Purchaser”), and
the Federal Agricultural Mortgage Corporation, as Guarantor and the Collateral Agent (“Farmer Mac” or the “Collateral
Agent”).


 


Each Qualified Loan will be an agricultural real
estate mortgage loan (i) evidenced by a mortgage file containing all of the required Loan Documents (in accordance with the Agreement),
all in form and substance satisfactory to Purchaser and Farmer Mac, and (ii) having, at a minimum, the following characteristics
(on a continuous basis and subject to ongoing compliance with Purchaser and Farmer Mac’s approvals), together with such other characteristics
as specified by Farmer Mac in writing:


 


		●	be to a Borrower of which 100% of
                                            the equity interests of such Borrower are owned, directly or indirectly, by Issuer or any
                                            Affiliate Guarantor;



 


		●	be secured at all times by (1) a
                                            first priority deed of trust (if permitted for the related mortgage loan under applicable
                                            state law) or mortgage lien (solely if deeds of trust are not permitted for the related mortgage
                                            loan under applicable state law) in favor of Issuer on agricultural real estate (land, buildings
                                            and fixtures used in agricultural production, processing or storage, solar or wind based
                                            alternative energy production or recreational leases, in each case on agricultural real estate)
                                            located in the United States that is not subject to any legal or equitable claims deriving
                                            from a preceding fee simple or leasehold mortgage or any rights or claims of parties in possession
                                            or rights of tenants, lessees, and/or occupants, which deed of trust or mortgage lien shall
                                            be insured by a lender’s title insurance policy issued to Issuer by a nationally recognized
                                            title insurance company in an amount no less than the loan amount secured by such deed of
                                            trust or mortgage lien, and (2) an assignment of leases and rents;



 


		●	be an obligation of a citizen or national
                                            of the United States or an alien lawfully admitted for permanent residence in the United
                                            States or a private corporation, limited liability company, limited partnership or partnership
                                            whose direct or indirect members, stockholders, or partners holding a majority interest in
                                            the corporation or partnership are such individuals;



 


		●	have a loan to value ratio (“Loan-to-Value
                                            Ratio”) of not greater than sixty percent (60%) (the “Loan-to-Value Requirement”).
                                            For the purpose of this requirement, the Loan-to-Value Ratio will be calculated by dividing
                                            (a) the unpaid balance of the loan (which, for the avoidance of doubt, shall include
                                            the aggregate unpaid balance under all promissory notes evidencing such loan) by (b) the
                                            appraised value of the real estate collateral securing the loan, disregarding for purposes
                                            of this calculation the value of any real estate collateral securing such loan by virtue
                                            of cross-collateralization (as reasonably determined by Farmer Mac);



 






     


     


    

 


SCHEDULE II


 


		●	if secured by:



 


		⮚	not more than 2,000 acres, have
                                            a commitment amount not greater than $75 million (or any higher amount permitted by
                                            Farmer Mac and communicated to Issuer in writing);



 


		⮚	more than 2,000 acres (or any larger
                                            acreage amount permitted by Farmer Mac and communicated to Issuer in writing), have an interest
                                            pledged to the Collateral Agent not greater than $14.1 million (or any higher amount
                                            permitted by Farmer Mac and communicated to Issuer in writing);



 


		●	be accruing interest and not more
                                            than thirty (30) days delinquent in the payment of principal or interest;



 


		●	have all taxes and assessments with
                                            respect to the subject real estate paid prior to delinquency;



 


		●	not be subject to any continuing event
                                            of default under the applicable Loan Documents;



 


		●	contain cross-collateralization provisions
                                            with respect to any other Loan Documents, instruments, and agreements which have been pledged
                                            as Qualified Collateral hereunder, and not be cross-collateralized with any other loan documents,
                                            instruments, or agreements;



 


		●	contain cross-default provisions in
                                            the related mortgage loan documents, instruments, and agreements, providing that (i) any
                                            default or Event of Default under any other loan documents, instruments, and agreements which
                                            have been pledged as Qualified Collateral hereunder and shall also constitute a default under
                                            the mortgage loan, and (ii) default or Event of Default under the Bond Purchase Agreement
                                            or any of the other Bond Documents shall also constitute a default under the mortgage loan
                                            and providing for immediate acceleration of the balance due on such mortgage loan without
                                            further notice, thereby entitling the Collateral Agent to all rights and remedies under the
                                            terms of such mortgage loan;



 


		●	contain provisions requiring the mandatory
                                            prepayment of such mortgage loan with any proceeds received (i) upon any disposition
                                            of the underlying real estate or improvements securing such loan or (ii) from insurance
                                            policies insuring such real estate or improvements upon casualty events;



 






     


     


    

 


SCHEDULE II


 


		●	encumber any improvements with a first
                                            priority lien in favor of Issuer by and through the mortgage or deed of trust securing such
                                            loan. For purposes of this paragraph, “improvements” means: any buildings, improvements,
                                            equipment, fixtures and permanent plantings located in or on or appurtenant to the collateral,
                                            and all additions, replacements, and improvements hereafter made to or placed in or on the
                                            collateral; all rights-of-way, easements, rents, issues, profits, income, proceeds and general
                                            intangibles from the collateral, tenements, hereditaments,
                                            remainders, reversions, privileges and appurtenances belonging unto the collateral, however
                                            evidenced which are used or enjoyed in connection with the real property now or hereafter
                                            owned or belonging to the same or which hereafter may be acquired and so used or enjoyed;
                                            all water and water rights now owned or hereafter acquired whether such water and water rights
                                            are riparian, appropriative or otherwise and whether or not appurtenant to the collateral,
                                            along with all ditch and ditch rights and any shares of stock,
                                            licenses, permits and contracts evidencing such water or ditch rights, and all wells, reservoirs,
                                            dams, embankments or fixtures relating to the collateral; all windmills, pumps, irrigation
                                            equipment, motors, engines, and devices of every kind now or hereafter used for or in connection
                                            with the irrigation of the collateral, or for stock watering or domestic purposes thereon,
                                            and all grain bins and storage bins, which are owned by the Borrower and which are located
                                            on the collateral described above together with all additional accessions, replacements,
                                            improvements, repairs and substitutions to the collateral and the proceeds thereof and all
                                            other fixtures now or hereafter located upon the collateral, all of which are declared to
                                            be appurtenant to the collateral, or incident to the ownership thereof, or used in connection
                                            therewith; provided, however, improvements shall not include, any agricultural equipment,
                                            operations, crops and related permanent plantings, irrigation facilities and water rights
                                            that are owned by tenants of such property that are not Affiliates of Issuer;



 


		●	be supported by a subordination and
                                            non-disturbance agreement in favor of Issuer and its assigns (including Farmer Mac) with
                                            respect to (i) any lease of the underlying real estate with a term remaining under such
                                            lease at the time of the loan of greater than one (1) year and (ii) any lease entered
                                            into after the issuance of such loan with a term of greater than one (1) year, in each
                                            case duly executed by the tenant under such lease and recorded against the real estate;



 


		●	contain provisions, consistent with
                                            standard industry practice, requiring that upon default of the mortgage loan, (i) all
                                            leases and security deposits on the related collateral shall be assigned to the lender and
                                            (ii) all rents and revenues from the related collateral shall be assigned to the lender;
                                            and



 


		●	none of the following events shall
                                            have occurred with respect to the Borrower: (i) the filing of any petition by or against
                                            the Borrower seeking to adjudge the Borrower as bankrupt or insolvent which remains undismissed
                                            or unstayed, or (ii) the entry of any decree or order by a court having jurisdiction
                                            in the premises adjudging the Borrower as bankrupt or insolvent, or approving as properly
                                            filed a petition seeking reorganization, arrangement, adjustment or composition of or in
                                            respect of such Borrower under the Bankruptcy Code or any other applicable federal or state
                                            law or law of the District of Columbia, or appointing a receiver, liquidator, assignee, trustee,
                                            sequestrator (or other similar official) of such Borrower or of any substantial part of its
                                            property, or ordering the winding up or liquidation of its respective affairs, or (iii) the
                                            Borrower’s admittance in writing of its inability to generally pay its debts as they
                                            mature.



 






     


     


    

 


SCHEDULE II


 


For the avoidance of doubt, the definition of
 “Eligibility Criteria” shall be interpreted so that the definition relating to the maximum loan amount and the maximum related
borrower exposure eligible as collateral shall be the then-current maximum loan amount or relationship exposure, as the case may be,
under Farmer Mac’s AgVantage program.


 






     


     


    

 


SCHEDULE III


 


SECOND AMENDED AND RESTATED AGVANTAGE®
BOND PURCHASE AND SECURITY AGREEMENT


 


RATE TERMS


 


These additional terms shall form a part of and
be incorporated by reference in the Second Amended and Restated AgVantage® Bond Purchase and Security Agreement dated
December 22, 2022 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”),
between Farmland Partners Operating Partnership, LP, a Delaware limited partnership, as Issuer (“Issuer”), Farmer
Mac Mortgage Securities Corporation, as Purchaser (“Purchaser”), and the Federal Agricultural Mortgage Corporation,
as Guarantor and the Collateral Agent (“Farmer Mac” or the “Collateral Agent”).


 


“Day Count Convention” means
the method for calculating accrued interest payable on any Interest Payment Date, which method shall be one of the following:


 


		“30/360”:	Interest
                                            is calculated on the basis of a 360-day year and twelve 30-day months; or



 


		“Actual/360”:	Interest
                                            is calculated on the basis of a 360-day year and the actual number of days elapsed.



 


“Interest Period” means, for
any Floating Rate Bond, each successive one-month period beginning on, and including, an Interest Payment Date and ending on, but excluding,
the next succeeding Interest Payment Date; provided, that the first Interest Period will commence on, and include, the applicable Closing
Date, and the final Interest Period will end on, but exclude, the applicable maturity date for such Floating Rate Bond.


 


The following terms apply to Floating Rate
Bonds with a Term SOFR rate index:


 


“Floor” means a rate of interest
equal to 0.00%.


 


“SOFR” means a rate equal
to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator” means
the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“Term SOFR” means the Term
SOFR Reference Rate for a tenor comparable to a one-month tenor on the day (such day, the “Periodic Term SOFR Determination
Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such
rate is published by the Term SOFR Administrator; provided, however, that, if as of 5:00 p.m. (New York City
time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the
Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR
will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days
prior to such Periodic Term SOFR Determination Day; provided, further, that, if Term SOFR determined as provided
above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor. Farmer Mac does not warrant, nor accept responsibility,
nor any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Term
SOFR”.


 






     


     


    

 


SCHEDULE III


 


“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Farmer
Mac in its reasonable discretion).


 


“Term SOFR Reference Rate”
means the forward-looking term rate based on SOFR.


 


“U.S. Government Securities Business
Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and
Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of
trading in United States government securities.


 


Benchmark Replacement Setting:


 


(a)            Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Bond Document, upon the occurrence of a Benchmark Transition
Event, Farmer Mac and Issuer may amend this Schedule III to replace the then-current Benchmark with a Benchmark Replacement. Any such
amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th)
Business Day after Farmer Mac has posted such proposed amendment to Issuer so long as the Administrative Agent has not received, by such
time, written notice of objection to such amendment from Issuer. No replacement of a Benchmark with a Benchmark Replacement pursuant
to this section will occur prior to the applicable Benchmark Transition Start Date.


 


(b)            Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding
anything to the contrary herein or in any other Bond Document, any amendments implementing such Benchmark Replacement Conforming Changes
will become effective without any further action or consent of any other party to the Agreement or any other Bond Document.


 


(c)            Notices;
Standards for Decisions and Determinations. Farmer Mac will promptly notify Issuer of (i) the implementation of any Benchmark
Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. Farmer Mac will promptly notify Issuer of the removal or reinstatement of any
tenor of a Benchmark pursuant hereto. Any determination, decision or election that may be made by Farmer Mac pursuant to hereto, including
any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and
may be made in its sole discretion and without consent from any other party to this Agreement or any other Bond Document, except, in
each case, as expressly required pursuant to this Schedule III.


 






     


     


    

 


SCHEDULE III


 


(d)            Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Bond Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference
Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such
rate from time to time as selected by Farmer Mac in its reasonable discretion or (B) the administrator of such Benchmark or the
regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing
that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then Farmer Mac may modify the definition of “Interest Period”
(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative,
non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently
displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer,
subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization
of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then Farmer
Mac may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at
or after such time to reinstate such previously removed tenor.


 


(e)            Benchmark
Unavailability Period. Upon Issuer’s receipt of notice of the commencement of a Benchmark Unavailability Period, Issuer
may revoke any pending request for a Floating Rate Bond to be issued during any Benchmark Unavailability Period.


 


(f)            Definitions.


 


(i)            “Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such
Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an
interest period pursuant to this Schedule III and the Agreement or (y) otherwise, any payment period for interest calculated with
reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest
calculated with reference to such Benchmark, in each case, as of such date.


 


(ii)           “Benchmark”
means, initially, the Term SOFR Reference Rate; provided, that, if a Benchmark Transition Event has occurred with respect
to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to hereto.


 






     


     


    

 


SCHEDULE III


 


(iii)          “Benchmark
Replacement” means with respect to any Benchmark Transition Event, the sum of: (A) the alternate benchmark rate that has
been selected by Farmer Mac and Issuer giving due consideration to (I) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (II) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement to the then-current Benchmark for dollar-denominated syndicated credit facilities
and (B) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would
be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of the Agreement and the other Bond
Documents.


 


(iv)         “Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement,
the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or
zero) that has been selected by Farmer Mac and Issuer giving due consideration to (A) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable
Unadjusted Benchmark Replacement by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for
determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities.


 


(v)          “Benchmark
Replacement Conforming Changes” means, with respect to either the use or administration of any initial Benchmark or the use,
administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the
definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”),
timing and frequency of determining rates and making payments of interest, timing of prepayment, and other technical, administrative
or operational matters) that Farmer Mac decides may be appropriate to reflect the adoption and implementation of any such rate or to
permit the use and administration thereof by Farmer Mac in a manner substantially consistent with market practice (or, if Farmer Mac
decides that adoption of any portion of such market practice is not administratively feasible or if Farmer Mac determines that no market
practice for the administration of any such rate exists, in such other manner of administration as Farmer Mac decides is reasonably necessary
in connection with the administration of this Agreement and the other Bond Documents).


 






     


     


    

 


SCHEDULE III


 


(vi)         “Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (x) the date
of the public statement or publication of information referenced therein and (y) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such
Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof)
to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles
for Financial Benchmarks; provided, that, such non-representativeness, non-compliance or non-alignment will be determined
by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


For the avoidance of doubt, the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


(vii)        “Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


(1)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely; provided, that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(2)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator
for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator
for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will
cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided, that,
at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of
such Benchmark (or such component thereof); or


 






     


     


    

 


SCHEDULE III


 


(3)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative
or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.


 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in
the calculation thereof).


 


(viii)       “Benchmark
Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark
Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected
date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


(ix)          “Benchmark
Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred
if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Bond Document
in accordance herewith and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Bond Document in accordance herewith.


 


(x)           “Relevant
Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 






     


     


    

 


SCHEDULE III


 


(xi)          “Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 






     


     


    

 


SCHEDULE IV


 


EXISTING BONDS


 


		1.	Farmland Partners Operating Partnership,
                                            LP 3.69% Fixed Rate Senior AgVantage Bond due April 7, 2025, dated April 7, 2015,
                                            in the original principal sum of $14,915,000.00, issued by Farmland Partners Operating Partnership,
                                            LP to Farmer Mac Mortgage Securities Corporation, and the related Pricing Agreement Related
                                            to AgVantage Bond Purchase Agreement dated March 31, 2015, among Federal Agricultural
                                            Mortgage Corporation, Farmer Mac Mortgage Securities Corporation, Farmland Partners Operating
                                            Partnership, LP, and Farmland Partners Inc.



 


		2.	Farmland Partners Operating Partnership,
                                            LP 3.68% Fixed Rate Senior AgVantage Bond due April 10, 2025, dated April 10, 2015,
                                            in the original principal sum of $11,160,000.00, issued by Farmland Partners Operating Partnership,
                                            LP to Farmer Mac Mortgage Securities Corporation, and the related Pricing Agreement Related
                                            to AgVantage Bond Purchase Agreement dated April 10, 2015, among Federal Agricultural
                                            Mortgage Corporation, Farmer Mac Mortgage Securities Corporation, Farmland Partners Operating
                                            Partnership, LP, and Farmland Partners Inc.



 






     


     


    

 


ANNEX A


 


FORM OF AGVANTAGE® BOND


 


[______]


 


[●%]1[INDEX
plus ●%]2 Senior AgVantage®
Bond


 


[Closing Date]


 


FOR VALUE RECEIVED, THE UNDERSIGNED, FARMLAND
PARTNERS OPERATING PARTNERSHIP, LP, A DELAWARE LIMITED PARTNERSHIP, (“ISSUER”), HEREBY PROMISES TO PAY TO FARMER MAC
MORTGAGE SECURITIES CORPORATION, A WHOLLY OWNED SUBSIDIARY OF FARMER MAC (AS DEFINED BELOW) (THE “PURCHASER”), OR
ITS REGISTERED ASSIGNS, THE PRINCIPAL SUM OF [THE AMOUNT OUTSTANDING HEREUNDER, UP TO]3
_______________ DOLLARS ($____________.00) [ON [MATURITY DATE]]4[IN
ACCORDANCE WITH THE SUMMARY OF TERMS (AS DEFINED HEREIN) NO LATER THAN [MATURITY DATE]]5,
TOGETHER WITH INTEREST COMPUTED FROM THE DATE HEREOF ACCORDING TO THE TERMS OF THE BOND PURCHASE AGREEMENT (AS DEFINED BELOW).


 


Payments of principal and
interest on this Bond are to be made in lawful money of the United States of America at such place as shall have been designated by written
notice to Issuer from the registered holder of this Bond as provided in the Bond Purchase Agreement referred to below.


 


This Bond is issued pursuant
to a Second Amended and Restated AgVantage® Bond Purchase and Security Agreement, dated as of December 22, 2022 (the
 “BPSA”), as well as the Summary of Terms dated as of ________, 20__ (the “Summary of Terms” and,
together with the BPSA, in each case as from time to time amended, restated, extended, supplemented or otherwise modified in writing,
the “Bond Purchase Agreement”), among Issuer, Purchaser and Federal Agricultural Mortgage Corporation (“Farmer
Mac”), and is entitled to the benefits thereof.


 


Capitalized terms used herein
and not defined herein shall have the meanings given to those terms in the Bond Purchase Agreement.


 


This Bond is a registered
Bond and, upon surrender of this Bond for registration of transfer or exchange, accompanied by a written instrument of transfer duly
executed by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Bond will be issued to, and
registered in the name of, the transferee. Prior to due presentment for registration of transfer, Issuer may treat the Person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and Issuer will
not be affected by any notice to the contrary.


 


 






1 For Fixed Rate Bonds


2 For Floating Rate Bonds


3 For Variable Funding Bonds


4 For IO Bonds


5 For Amortizing Bonds


 






    A-1 


     


    

 


ANNEX A


 


This Bond [is not voluntarily
prepayable]6 [may be drawn and repaid in accordance with the
Summary of Terms].7 Reference is made to the Bond Purchase
Agreement with respect to requirements of any prepayments.


 


If an Event of Default, as
defined in the Bond Purchase Agreement, occurs and is continuing, the principal of and all accrued interest on this Bond may be declared
due and payable in the manner, at the price and with the effect provided in the Bond Purchase Agreement.


 


This Bond is secured by the
Security Interest, as defined in the Bond Purchase Agreement.


 


This Bond shall be construed
and enforced in accordance with, and the rights of Issuer and the holder hereof shall be governed by, the laws of the State of New York,
excluding choice-of-law principles of the law of the State of New York that would require the application of the laws of another jurisdiction.


 


		FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited
                            partnership,



 


		By:	 
	 	 	Name:
	 	 	Title:



 


 






6 No prepayment


7 For Variable Funding Bonds


 






    A-2 


     


    

 


ANNEX B


 


FORM OF CERTIFICATE OF PLEDGED COLLATERAL


 


Pursuant to the Second Amended
and Restated AgVantage® Bond Purchase and Security Agreement dated December 22, 2022 (as may be amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; capitalized terms used
herein and not otherwise defined have the respective meanings ascribed thereto in the Agreement), between Farmland Partners Operating
Partnership, LP, a Delaware limited partnership, as Issuer (“Issuer”), Farmer Mac Mortgage Securities Corporation,
as Purchaser (“Purchaser”), and the Federal Agricultural Mortgage Corporation, as Guarantor and the Collateral Agent
(“Farmer Mac” or the “Collateral Agent”), the undersigned duly appointed officer of Issuer hereby
certifies to the Collateral Agent as follows:


 


	1.	As of the date hereof, the Market Value of the Qualified Loans certified hereby
    and pledged to the Collateral Agent is	$XX.XX
	 	 	 
	2.	As of the date hereof, the Market Value of the Qualified Collateral (including Qualified Loans),
    as shown on Schedule A8 hereto, certified hereby
    and pledged to the Collateral Agent is	$XX.XX
	 	 	 
	3.	The aggregate principal amount of the AgVantage® Bond(s) outstanding on the
    date hereof is	$XX.XX
	 	 	 
	4.	The aggregate amount by which the Market Value of the Qualified Loans exceeds the aggregate principal
    amount of the AgVantage® Bond(s) outstanding (item 1 minus item 3) is	$XX.XX
	 	 	 
	5.	The percentage of the Market Value of the Qualified Loans relative to the aggregate principal amount
    of the AgVantage® Bond(s) outstanding (item 1 divided by item 3) is	XX.XX%
	 	 	 
	6.	Each Qualified Loan included as Qualified Collateral satisfies
    the Eligibility Criteria set forth in the Agreement.
	 	 
	7.	The percentage of the Market Value of the Qualified Loans
    pledged to the Collateral Agent relative to the aggregate principal amount of the AgVantage® Bond(s) outstanding (the percentage
    set forth in item 5) satisfies the Minimum Required Qualified Loan Level (100%).
	 	 
	8.	No Event of Default exists.


 


[Signature Page Follows]


 


 






8 Schedule A should be in the form
of an Excel spreadsheet, produced by Issuer and attached to the certificate. Schedule A should list all Qualified Collateral, with such
detail and information as required by Farmer Mac.


 






    B-1 


     


    

 


ANNEX B


 


Certified hereto as of this _______ day of ________,
20XX.


 


		By:	 






	 	Name:
	 	Title:


 


Certificate of Pledged
Collateral of Farmland Partners Operating Partnership, LP


 






    B-2 


     


    

 


ANNEX C


 


SECOND AMENDED AND RESTATED AGVANTAGE®
BOND PURCHASE AND SECURITY AGREEMENT


 


FORM OF SUMMARY OF TERMS [ - VARIABLE FUNDING
BOND]


 


This Summary of Terms shall form a part of and
be incorporated by reference in the Second Amended and Restated AgVantage® Bond Purchase and Security Agreement dated
December 22, 2022 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Bond
Purchase Agreement”), between Farmland Partners Operating Partnership, LP, a Delaware limited partnership, as Issuer (“Issuer”),
Farmer Mac Mortgage Securities Corporation, as Purchaser (“Purchaser”), and the Federal Agricultural Mortgage Corporation,
as Guarantor and the Collateral Agent (“Farmer Mac” or the “Collateral Agent”).


 


On the Closing Date, Purchaser will purchase
from Issuer and Issuer will sell to Purchaser Bonds with the following terms:


 


	[Maximum] Bond Amount:	$●
	 	 
	[Initial; Bond Amount:]	[$●]
	 	 
	[Minimum Draw Amount:]	[$●]
	 	 
	[Draw/Repayment Dates:]	[Draws may be made upon five (5) Business Days’
    notice, and the entire outstanding principal amount shall be repaid on the Maturity Date (with any prepayment to be subject to the
    terms set forth below)]9
	 	 
	Purchase Price:	[At par][●% of par]
	 	 
	Issuance Date:	●
	 	 
	Maturity Date:	●
	 	 
	[Principal Amortization Schedule:]	[Attached as Annex A and incorporated herein
    by reference]10
	 	 
	[Fixed Rate] [Floating Rate]:	[●%] [INDEX plus ●%]9
	 	 
	Day Count Convention:	[30/360] [Actual/360]
	 	 
	Interest Payment Dates:	The ● of each ●, ●, ..., commencing
    ●



 


 






9 For Variable Funding Bonds.


10 If an amortization schedule will be incorporated for
any Bond, attach to the completed Summary of Terms.


 






    C-1 


     


    

 


ANNEX C


 


	Prepayment:	[Not Prepayable]11
                                       [Prepayable in full or part at Issuer’s option upon expiration of the Pre-Payment
                                       Notice Days,]12 subject
                                       in each case to the terms of the Bond Purchase Agreement with respect to prepayments.



 


	Pre-Payment Notice Days:	[Seven (7) Business Days]12
    [Five (5) Business Days]13 [Four (4) Business Days]14
	 	 
	[Minimum Prepayment Amount]	$●
	 	 
	[Other Terms]	[●]



 


The Bonds shall be obligations of Issuer. The
issuance and sale of the Bonds by Issuer to Purchaser shall only occur in accordance with and pursuant to the terms and conditions of
the Bond Purchase Agreement. All of the provisions contained in the Bond Purchase Agreement are hereby incorporated by reference in their
entirety and shall be deemed to be a part of this Summary of Terms to the same extent as if such provisions had been set forth in full
herein. Capitalized terms used herein and not defined herein shall have the meanings given to those terms in the Bond Purchase Agreement.
This Summary of Terms may be executed in two or more counterparts.


 


In the event of any inconsistency between the
terms of this Summary of Terms and the Bond Purchase Agreement, the terms of this Summary of Terms shall apply.


 


[Remainder of page blank – signatures
follow]


 


 






11 For Fixed Rate Bonds


12 For Fixed or Floating Rate Bonds


12 For Fixed Rate Bonds


13 For Floating Rate Bonds


14 For Variable Funding Bonds


 






    C-2 


     


    

 


ANNEX C


 


Agreed to this __ day of __________, 20__.


 


	 	Federal Agricultural
    Mortgage Corporation
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Farmer Mac Mortgage
    Securities Corporation
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Farmland Partners
    Operating Partnership, LP, a Delaware limited partnership
	 	 
	 	By:	 
	 	Name:
	 	Title:



 






    C-3 


     


    

 


ANNEX C-2


 


SECOND AMENDED AND RESTATED AGVANTAGE®
BOND PURCHASE AND SECURITY AGREEMENT


 


FORM OF DRAW REQUEST – VARIABLE FUNDING
BOND


 


	TO:	Farmer Mac Mortgage Securities Corporation (the “Purchaser”)
	 	Federal Agricultural Mortgage Corporation (“Farmer Mac”)



 


Farmland Partners Operating
Partnership, LP, a Delaware limited partnership (“Issuer”) hereby requests a draw on its Variable Funding Bond due ___________
__, 20__ (the “Bond”) under the terms set forth below, pursuant to the Summary of Terms dated as of __________ __, 20__,
among Issuer, Purchaser, and Farmer Mac and the Second Amended and Restated AgVantage® Bond Purchase and Security Agreement
dated as of December 22, 2022, among Issuer, Purchaser, and Farmer Mac (together with the Summary of Terms and as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”).


 


Amount of draw: $ __________________


 


Draw date:_____________ __,
20___


 


Capitalized terms used herein
but not otherwise defined shall have the meanings ascribed thereto in the Agreement.


 


DATED this _____ day of ____________,
20__.


 


FARMLAND PARTNERS OPERATING PARTNERSHIP, LP,


a Delaware limited partnership, as Issuer


 


	By:	 	 
	Name:	 
	Title:	 



 






    C-1-1 


     


    

 


ANNEX C-2


 


SECOND AMENDED AND RESTATED AGVANTAGE®
BOND PURCHASE AND SECURITY AGREEMENT


 


FORM OF PAYDOWN NOTICE – VARIABLE FUNDING
BOND


 


	TO:	Farmer Mac Mortgage Securities Corporation (the “Purchaser”)
	 	Federal Agricultural Mortgage Corporation (“Farmer Mac”)



 


Farmland Partners Operating
Partnership, LP, a Delaware limited partnership (“Issuer”) hereby gives notice to Purchaser and Farmer Mac of its intention
to repay part or all of its Variable Funding Bond due __________ __, 20__ (the “Bond”) prior to the Maturity Date under the
terms set forth below, pursuant to the Summary of Terms dated as of ___________ __, 20__, among Issuer, Purchaser, and Farmer Mac and
the Second Amended and Restated AgVantage® Bond Purchase and Security Agreement dated as of December 22, 2022, among
Issuer, Purchaser, and Farmer Mac (together with the Summary of Terms and as amended, restated, extended, supplemented or otherwise modified
in writing from time to time, the “Agreement”).


 


Aggregate principal amount to be repaid: $


 


Paydown date:______________            __,
20___


 


Capitalized terms used herein
but not otherwise defined shall have the meanings ascribed thereto in the Agreement.


 


DATED this _____ day of ____________,
20__.


 


FARMLAND PARTNERS OPERATING PARTNERSHIP, LP,


a Delaware limited partnership, as Issuer


 


	By:	 	 
	Name:	 
	Title:	 


 






    C-2-1 


     


    

 


ANNEX D


 





 


INSTITUTIONAL CREDIT

CERTIFIED FACILITY


 


		1.	Institution Name:



 


Farmland Partners Operating Partnership, LP (the “Applicant”)


 


		2.	Mailing Address:



 


		[______]	



 


		3.	The undersigned represents, warrants, and agrees, on behalf of the Applicant
                                            as an authorized officer thereof, that:



 


		(A)	It has provided Farmer Mac with a copy of
                                            its most recent audited financial statements and any unaudited financial statements issued
                                            after the audited statements;



 


		(B)	It has provided Farmer Mac with a copy of
                                            the agricultural mortgage underwriting, appraisal, administration (including applicable loan
                                            disclosures), and servicing standards and procedures it uses in making and servicing agricultural
                                            mortgage loans;



 


		(C)	It is authorized to issue and/or sell to Farmer
                                            Mac, an affiliate of Farmer Mac, or other investors, securities representing interests solely
                                            in, or obligations fully backed by, any pool consisting solely of agricultural mortgage loans
                                            (collectively, “mortgage-backed securities”), which may include without limitation
                                            investment contracts, repurchase agreements, participation interests or other similar financial
                                            instruments;



 


		(D)	It shall allow officers, employees or other
                                            agents of Farmer Mac to have reasonable access to such books, accounts, financial records,
                                            reports, files, and all other papers, things, or property, of any type whatsoever, belonging
                                            to or used by the Applicant, that are necessary to facilitate an examination of the operations
                                            of the Applicant in connection with the issuance or sale of such securities; and



 


		(E)	It shall, with respect to mortgage-backed
                                            securities it issues from time to time that are guaranteed by Farmer Mac:



 


		(i)	act in accordance with the standards of
                                            a prudent institutional lender to resolve loan defaults,



 


		(ii)	apply proceeds of any collateral, judgments,
                                            settlements or guarantees first to reduce the amount of any principal outstanding on any
                                            obligation of Farmer Mac that was purchased by the Secretary of the Treasury to the extent
                                            the proceeds of such obligation were used to make guarantees of such mortgage-backed securities
                                            and second to reimburse Farmer Mac for guarantee payments,



 






    D-1 


     


    

 


ANNEX D


 


		(iii)	permit the originator of any loan in any
                                            pool securing such mortgage-backed securities to retain servicing of such loan,



 


		(iv)	take such steps as may be necessary to
                                            ensure that minority owned or controlled investment banking firms, underwriters and bond
                                            counsels throughout the United States have an opportunity to participate to a significant
                                            degree in any public offering of such securities, and



 


		(v)	not refuse to originate qualified loans
                                            originating in States that have established borrower rights laws either by statute or under
                                            the constitution of such States, except that the undersigned may require discounts or charge
                                            fees reasonably related to costs and expenses arising from such statutes or constitutional
                                            provisions.



 


	By:	 	 	Date:	






	Name:	 	 	 






	Title:	 	 	 
	 	(an authorized officer of Applicant)	 	 



 






    D-2 


     


    

 


ANNEX E


 


FORM OF OFFICERS’ CERTIFICATE


 


Officers’ Certificate


 


		TO:	Federal
                                            Agricultural Mortgage Corporation



 


Pursuant to the Second Amended
and Restated AgVantage® Bond Purchase and Security Agreement dated as of December 22, 2022, among Farmland Partners
Operating Partnership, LP, a Delaware limited partnership (“Issuer”), Farmer Mac Mortgage Securities Corporation,
and Federal Agricultural Mortgage Corporation (as may be amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Bond Purchase Agreement”):


 


		(A)	__________, the __________ of Issuer, solely
                                            in such capacity and not an individual capacity, and without personal liability, hereby certifies
                                            on behalf of Issuer and FPI that as of the date hereof:



 


		(1)	Issuer is an institution organized as
                                            a limited partnership under the laws of the State of Delaware;



 


		(2)	no Material Adverse Change has occurred;



 


		(3)	all of Issuer’s representations
                                            contained in the Bond Documents (including without limitation Section 5.01 of the Bond
                                            Purchase Agreement) remain true and correct on and as of the date hereof, except as may have
                                            previously been disclosed to Purchaser and Farmer Mac in writing; and



 


		(4)	no Event of Default exists.



 


		(B)	The aggregate principal amount of all loans
                                            (other than Qualified Loans) in Issuer’s portfolio that are in non-accrual status,
                                            ninety (90) days or more delinquent, or otherwise impaired is __________________.



 


Capitalized terms used but
not defined in this certificate shall have the meanings given to those terms in the Bond Purchase Agreement.


 


DATED as of this _____ day of _________________,
_________.


 


 


Name:


Title:


 






    E-1 


     


    

 


ANNEX F


 


FORM OF CLOSING
CERTIFICATE


 


Closing Certificate


 


[____________], [_______]


 


(the “Closing Date”)


 


This Closing Certificate
is being executed and delivered pursuant to the Second Amended and Restated AgVantage® Bond Purchase and Security Agreement
dated as of December 22, 2022, among Farmland Partners Operating Partnership, LP, a Delaware limited partnership (“Issuer”),
Farmer Mac Mortgage Securities Corporation, and Federal Agricultural Mortgage Corporation (as may be amended, restated, extended, supplemented
or otherwise modified in writing from time to time, the “Bond Purchase Agreement”). Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms in the Bond Purchase Agreement.


 


I hereby certify, solely
in my capacity as [______] of Issuer, and not in my individual capacity or with any personal liability, as of the Closing Date, that
(A) all representations and warranties of Issuer and each Affiliate Guarantor set forth in the Bond Purchase Agreement and the other
Bond Documents are true and correct (and, for the avoidance of doubt, as applied to the Bond and the Qualified Collateral being issued
and pledged as of the Closing Date); (B) Issuer and each Affiliate Guarantor is in compliance with each of the covenants and conditions
set forth in the Bond Purchase Agreement and in the other Bond Documents; (C) no Event of Default exists; (D) no Material Adverse
Change or any event or circumstance that could reasonably be expected to cause a Material Adverse Change has occurred, in each case since
the date of the most recent Financial Statements and financial statements delivered pursuant to Section 4.01 or Section 4.02
of the Bond Purchase Agreement, as the case may be; (E) Issuer’s status as a certified agricultural mortgage marketing facility
pursuant to 12 U.S.C. 2279aa-5 has not expired or been revoked; and (F) Issuer has satisfied each of the conditions required to
be satisfied by it under Section 3.02 of the Bond Purchase Agreement.


 


DATED as of this _____ day of _________________,
_________.


 


 


Name:


Title:


 






    F-1