EX-10.2






Exhibit 10.2




Pledge and Security Agreement

among

GLADSTONE LENDING COMPANY, LLC

as Grantor




FARMER MAC MORTGAGE SECURITIES CORPORATION,

as Purchaser,

and

FEDERAL AGRICULTURAL MORTGAGE CORPORATION,

as Collateral Agent and Bond Guarantor,

Dated as of December 5, 2014




Table of Contents




Page




THIS PLEDGE AND SECURITY AGREEMENT effective as of December 5, 2014 (this “Agreement”),
between Gladstone Lending Company, LLC, a Delaware limited liability company (including its
successors and permitted assigns, the “Grantor”), Farmer Mac Mortgage Securities Corporation
(including its successors and permitted assigns, the “Purchaser”), which is a wholly-owned
subsidiary of the Federal Agricultural Mortgage Corporation, a federally chartered instrumentality
of the United States (“Farmer Mac”), and Farmer Mac, as Collateral Agent and Bond Guarantor, for
the benefit of the AgVantage Bond Holders.



W i t n e s s e t h




WHEREAS, the Grantor may from time to time issue one or more secured debt obligations (the
“AgVantage Bonds”) to the Purchaser, and the Purchaser may purchase such AgVantage Bonds, all upon
the terms and subject to the conditions set forth in the Bond Purchase Agreement; and



WHEREAS, the Grantor desires to grant to the Collateral Agent, for the benefit of the
Control Party, a security interest in the collateral hereinafter described as security for the
obligations of the Grantor under the AgVantage Bonds issued pursuant to the Bond Purchase
Agreement; and



WHEREAS, the transactions contemplated herein and in the Bond Purchase Agreement are in the
interest of the Grantor.



NOW THEREFORE, for valuable consideration and intending to be legally bound, the
Grantor and the Collateral Agent do hereby agree as follows.



ARTICLE 1




	 	 	 
	Definitions; Interpretations

SECTION 1.1

	 	

Certain Terms Defined.






In this Agreement, the following terms shall have the meanings specified in this Section for
all purposes of this Agreement, unless otherwise expressly provided.



“AgVantage Bond” has the meaning set forth in the first recital to this Agreement.



“AgVantage Bond Balance” means the outstanding balance of all the AgVantage Bonds issued
pursuant to the Bond Purchase Agreement from time to time.



“AgVantage Bond Documents” has the meaning set forth in Section 5.1.



“AgVantage Bond Holder” means the holders from time to time of any AgVantage Bonds issued
pursuant to the Bond Purchase Agreement, which initially shall be Farmer Mac Mortgage Securities
Corporation as Purchaser.



“AgVantage Bond Resolutions” has the meaning set forth in Section 6.1(a)(i).



“Agreement” means this instrument as originally executed and delivered and as the same may be
amended, supplemented, modified, restated or replaced from time to time.



“AMBS” means securities representing interests solely in, or obligations fully backed by,
pools of Qualified Loans.



“Appraised Value” means with respect to any agricultural real estate securing the Qualified
Collateral, the most recent appraised value of such agricultural real estate; provided, that the
related appraisal was performed by a licensed and certified, independent appraiser, excludes all
Tenant Improvements, and is reasonably acceptable to Farmer Mac in form and substance.



“Bond Guarantor” means Farmer Mac.



“Bond Guarantor Default” means a default by the Bond Guarantor that is existing and continuing
with respect to an AgVantage Bond under its obligations pursuant to the Bond Purchase Agreement.



“Bond Purchase Agreement” means the AgVantage Bond Purchase Agreement dated the date hereof
among the Grantor, the Purchaser and Farmer Mac, as the same may be amended from time to time in
accordance with the terms thereof.



“Borrower” has the meaning set forth in the Bond Purchase Agreement.



“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks and
foreign exchange markets are open for business in New York, New York or the District of Columbia.



“Certificate of Pledged Collateral” means a certificate delivered by the Grantor to the
Collateral Agent and the Control Party substantially in the form of Schedule II attached
hereto.



“Collateral Agent” means Farmer Mac or its successor, as appointed pursuant to the terms set
forth in Article 3.



“Commission” means the Securities and Exchange Commission.



“Control Party” means, (i) Farmer Mac for so long as there is no Bond Guarantor Default
existing and continuing with respect to the applicable AgVantage Bonds, or (ii) the AgVantage Bond
Holder (or a majority of the aggregate outstanding principal amount of the applicable AgVantage
Bonds if held by more than one holder) for so long as a Bond Guarantor Default is existing and
continuing.



“Eligibility Criteria” means the eligibility criteria listed on Schedule I attached
hereto.



“Event of Default” has the meaning set forth in Section 4.1.



“Excluded Agent” means Farmer Mac or any of its affiliates acting as Sub-Agents pursuant to
this Agreement.



“Farmer Mac” has the meaning set forth in the first paragraph of this Agreement.



“Fitch” means Fitch, Inc.



“Grantor” has the meaning set forth in the first paragraph of this Agreement.



“Guaranteed Obligation” has the meaning set forth in the Bond Purchase Agreement.



“Market Value” means with respect to any item of Qualified Collateral, the market value of
such item of Qualified Collateral, determined by the Grantor in accordance with (i) in respect of
any Qualified Loan, the Grantor’s customary procedures for determining the market value of
agricultural loans included in the Grantor’s portfolio from time to time; (ii) in respect of any
cash, the amount of such cash; (iii) in respect of any security included in the Qualified
Substitute Collateral, the market value of such security as determined by the Grantor’s customary
procedures for determining the market value of that type of security included in its portfolio from
time to time; and (iv) in respect of any other property included in the Qualified Substitute
Collateral, the Grantor’s customary procedures for determining the market value of any like
property. Notwithstanding anything herein to the contrary, the parties agree that Grantor’s
“customary procedures” for the purposes of this definition shall be the customary internal
practices of the REIT (defined below) for valuing assets owned by the REIT or its partially or
wholly owned subsidiaries or affiliates, which internal practices are consistent with industry
standards for comparable real estate investment trusts and their property portfolios; provided,
that for purposes of determining the Market Value of agricultural real estate securing the
Qualified Collateral, the Market Value shall be the most recent Appraised Value.



“Minimum Required Collateralization Level” has the meaning set forth in Section 2.3(a).



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



“Mortgage Documents” means the following documents contained in the Qualified Loan File for
each Qualified Loan:




	 	(i)	 	the original mortgage note endorsed in blank or in the name of
the Collateral Agent;






	 	(ii)	 	a copy of the mortgage with evidence of recording thereon;






	 	(iii)	 	a copy of an assignment of the mortgage in blank or in the
name of the Collateral Agent;






	 	(iv)	 	copies of all applicable appraisals;






	 	(v)	 	copies of any assumptions, modifications, or substitutions with
evidence of recording thereon, if applicable;






	 	(vi)	 	copies of any security documents, including UCC financing
statements, if applicable;






	 	(vii)	 	if the Borrower under a Qualified Loan is acquiring the
agricultural real estate property that will secure such Qualified Loan
substantially simultaneously with obtaining the Qualified Loan, (a) a copy of
the proforma policy of owner’s title insurance to be obtained by such Borrower
(to be followed by a copy of the actual policy of owner’s title insurance
obtained by the Borrower within three (3) Business Days after such policy has
been obtained) and (b) an owner’s affidavit delivered by the seller of such
agricultural real estate property in connection with the Borrower’s
acquisition; or if the Borrower under a Qualified Loan is financing or
refinancing the subject agricultural real estate property after a period of
ownership, (a) a title report that is up to date within five (5) business days
of the date of issuance of an AgVantage Bond under the Bond Purchase Agreement
and (b) a copy of a standard owner’s affidavit in favor of Grantor.






	 	(viii)	 	any applicable settlement documentation; and






	 	(ix)	 	such other documentation as the Collateral Agent may reasonably
request to evidence the Collateral Agent’s first lien position in the Qualified
Collateral.





“Mortgage Guidelines” means the mortgage loan underwriting, appraisal, and servicing
guidelines and procedures that the Grantor has adopted in accordance with its underwriting,
appraising, and servicing activities with respect to the Qualified Collateral.



“Operating Partnership” means Gladstone Land Limited Partnership.



“Permitted Liens” means, in respect of any item of Qualified Collateral, (i) liens for taxes,
assessments and governmental charges or levies; and (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 30 days after Grantor first receives notice of such lien.



“Proceeds” means: (i) all “proceeds” as defined in Article 9 of the UCC as in effect from time
to time in the State of New York; (ii) all interest, dividends, payments or distributions made with
respect to any of the Qualified Collateral; and (iii) whatever is receivable or received when the
Qualified Collateral or proceeds are sold, exchanged, collected, converted or otherwise disposed
of, whether such disposition is voluntary or involuntary.



“Purchaser” has the meaning set forth in the first paragraph of this Agreement.



“Qualified Collateral” means: (i) Qualified Loans or AMBS; (ii) Mortgage Documents and other
documents, instruments or liens representing or securing the Qualified Loans or AMBS; (iii) all
payment records with respect to the Qualified Loans or AMBS; (iv) the Securities Account; (vi) all
Qualified Substitute Collateral; (vi) all documents relating to the Securities Account; (vii) 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; and (viii) with respect to any portion of the Qualified Collateral in
excess of 100% of the AgVantage Bond Balance, any Qualified Substitute Collateral.



“Qualified Collateral Schedule” means the schedule setting forth the Qualified Collateral
pledged under this Agreement delivered by the Grantor pursuant to Section 2.2, as the schedule may
be amended, supplemented or modified from time to time.



“Qualified Loans” means, as of any date of determination, the agricultural mortgage loans
meeting the Eligibility Criteria and identified as of such date of determination on the Qualified
Collateral Schedule. For purposes of the Eligibility Criteria, taxes and assessments in respect of
any Qualified Loan shall be deemed to be paid current as of such date if (i) (A) taxes and
assessments were paid current at the time of the initial funding of such Qualified Loan and (B)
taxes or assessments due and payable after the time of the initial funding of such Qualified Loan
shall have been paid within 45 Business Days of the Grantor’s actually becoming aware that such
taxes or assessments on such Qualified Loan are overdue and/or delinquent, or (ii) such taxes or
assessments are being contested by the Grantor or the obligor on such Qualified Loan in good faith.



“Qualified Loan File” has the meaning ascribed thereto in Exhibit A attached hereto
and incorporated herein by reference.



“Qualified Substitute Collateral” means, at any time, (i) cash, (ii) U.S. Treasury securities,
or (iii) securities issued or fully guaranteed by an agency or instrumentality of the United
States, in each case deposited or held in or transferred or credited to or carried in the
Securities Account and listed as of such time on the Qualified Collateral Schedule.



“REIT” means the Gladstone Land Corporation, a Maryland corporation, and the consolidated
parent company of Issuer.



“Responsible Officer” means, with respect to the Collateral Agent, any officer of the
Collateral Agent, including any vice president, assistant vice president, secretary, assistant
treasurer, trust officer, or any other officer of the Collateral Agent assigned by the Collateral
Agent to administer the transactions contemplated hereby.



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



“Securities Account” means the securities account established with the Securities Intermediary
pursuant to the Securities Account Control Agreement.



“Securities Account Control Agreement” means the Securities Account Control Agreement among
the Grantor, the Securities Intermediary and the Collateral Agent, in the form substantially in the
form attached as Exhibit B attached hereto (or such other form reasonably acceptable to the
Grantor, the Securities Intermediary and the Collateral Agent), with such changes as the parties
may agree, as may be amended, supplemented, modified, restated or replaced from time to time.



“Securities Intermediary” means the institution serving as securities intermediary under the
Securities Account Control Agreement.



“Security Interest” has the meaning set forth in Section 2.1.



“Sub-Agent” has the meaning set forth in Section 4.3.



“Tenant Improvements” has the meaning set forth in Schedule I attached hereto and
incorporated herein.



“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New
York.



	 	 	 
	“Valuation Date” means the last Business Day of each calendar quarter.

	SECTION 1.2

	 	Interpretation.






For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:




	 	(a)	 	the terms defined in this Article shall have the meanings ascribed in this
Article and shall include the plural as well as the singular;






	 	(b)	 	all accounting terms used and not expressly defined herein shall have the
meanings given to them in accordance with United States generally accepted accounting
principles, and the term “generally accepted accounting principles” shall mean such
accounting principles which are generally accepted at the date or time of any
computation or at the date hereof, consistently applied;






	 	(c)	 	references to Exhibits, Articles, Sections, Schedules, paragraphs,
subparagraphs and clauses shall be construed as references to the Exhibits, Articles,
Sections, Schedules, paragraphs, subparagraphs and clauses of this Agreement;






	 	(d)	 	the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision;






	 	(e)	 	the words “include”, “includes” and “including” shall be construed to be
followed by the words “without limitation”; and






	 	(f)	 	Article and Section headings are for the convenience of the reader and shall
not be considered in interpreting this Agreement or the intent of the parties hereto.





ARTICLE 2




	 	 	 
	Security Interest

SECTION 2.1

	 	

Creation of Security Interest in Qualified Collateral.






As security for the AgVantage Bonds issued pursuant to the Bond Purchase Agreement and any
other amounts that are due hereunder or thereunder from the Grantor to the holders of AgVantage
Bonds, the Grantor hereby assigns, transfers, pledges, and grants to the Collateral Agent for the
benefit of the Control Party a security interest in and continuing lien on, subject to the terms of
this Agreement, all of the Grantor’s right, title and interest in and to the Qualified Collateral
(the “Security Interest”). The Grantor shall, not later than three (3) Business Days after either
the issuance of each AgVantage Bond under the Bond Purchase Agreement, or, so long as the AgVantage
Bond Balance exceeds $0, upon substitution or modification of any of the Qualified Collateral,
(A) deliver to the Collateral Agent, and the Collateral Agent, on behalf of the Control Party,
shall hold, the Mortgage Documents, and (B) to the extent that the Qualified Collateral contains
Qualified Substitute Collateral, a fully-signed copy of the Securities Control Agreement.
Notwithstanding the foregoing, in the event that a recorded copy of any document or instrument is
not yet available from the applicable recorder or register within such time frame, Grantor shall
deliver an unrecorded copy to Collateral Agent, and Grantor shall subsequently deliver a recorded
copy to Collateral Agent within three (3) Business Days after Grantor’s receipt of the same. Upon
occurrence of an Event of Default, the Collateral Agent, on behalf of the Control Party, shall have
the right (in its sole and absolute discretion), to the extent a register is maintained therefor,
to register the Qualified 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 Qualified
Collateral in the name of the Grantor, endorsed or assigned in blank or in favor of the Collateral
Agent. Upon cessation of such Event of Default, the Collateral Agent shall take such action as is
necessary to again cause the Qualified Collateral to be registered in the name of the Grantor (or
its respective nominees).



SECTION 2.2 Maintenance of Qualified Collateral Schedule.



Upon the issuance of any AgVantage Bond under the Bond Purchase Agreement, the Grantor will
deliver to the Collateral Agent (with a copy to Farmer Mac) a Qualified Collateral Schedule setting
forth the Qualified Collateral pledged hereunder, which Qualified Collateral Schedule shall form a
part of this Agreement. The Grantor shall also cause a copy of the Qualified Collateral Schedule
to be attached as a schedule to each UCC financing statement filed in connection with the grant of
a security interest under this Agreement. Following the date of issuance of any AgVantage Bond, if
either (i) there have been additions, modifications or reductions in the Qualified Collateral; or
(ii) on any Business Day on which the value of the Qualified Collateral identified in a schedule to
the most recently filed UCC financing statement falls below the Minimum Required Collateralization
Level and additional Qualified Collateral is provided by the Grantor to the Collateral Agent
pursuant to Section 2.3(b), then the Grantor shall, within fifteen (15) Business Days after each
Valuation Date with respect to (i) and on the same Business Day with respect to (ii): (x) prepare
and deliver to the Collateral Agent (with a copy to Farmer Mac, if Farmer Mac is no longer serving
as Collateral Agent) a new Qualified Collateral Schedule setting forth the revised list of
Qualified Collateral, the value of which shall be at least equal to the Minimum Required
Collateralization Level; and (y) cause the filing of such UCC statements and amendments thereto as
may be necessary for the Grantor to comply with its undertakings pursuant to Section 2.4. After
the UCC filing required upon the issuance of any AgVantage Bond has been filed, this Section 2.2
shall be interpreted to require the preparation and filing of new UCC statements only after the
value of the Qualified Collateral pledged hereunder and listed on the most recently filed UCC
statement becomes less than the Minimum Required Collateralization Level.



SECTION 2.3 Qualified Collateral.




	 	(a)	 	On each Business Day prior to the termination of the Security Interest pursuant
to Section 9.1(i), (i) the value of the Qualified Loans, including any Qualified Loans
supporting AMBS, (as determined by the Grantor in accordance with the immediately
succeeding sentence) pledged hereunder shall be at least equal to 100% of the AgVantage
Bond Balance and (ii) the value of the Qualified Collateral, including the value of the
Qualified Loans referred to in clause (i) (as determined by the Grantor in accordance
with the immediately succeeding sentence) pledged hereunder shall be at least equal to
110% of the AgVantage Bond Balance (clauses (i) and (ii), collectively, the “Minimum
Required Collateralization Level”). For the avoidance of doubt, for all purposes of
this Agreement, as of any date of determination, the value of any Qualified Loan and
any other items included in the Qualified Collateral shall be equal to the Market Value
of such Qualified Loan or item, as applicable, as of such date of determination.






	 	(b)	 	Subject to all applicable notice and cure periods, if the value of Qualified
Collateral (as determined by the Grantor in accordance with Section 2.3(a)) falls below
the Minimum Required Collateralization Level as of any Business Day, the Grantor shall
provide additional Qualified Collateral in which the Grantor has rights or the power to
transfer rights to a secured party, such that the value of Qualified Collateral (as
determined by the Grantor in accordance with Section 2.3(a)) pledged to the Collateral
Agent under this Agreement as of such Business Day shall be at least equal to the
Minimum Required Collateralization Level.






	 	(c)	 	For as long as the value of Qualified Collateral (as determined by the Grantor
in accordance with Section 2.3(a)) is above the Minimum Required Collateralization
Level, the Grantor may freely withdraw, replace or substitute or sell, dispose, pledge,
assign or otherwise transfer any Qualified Collateral and any other 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, in
accordance with Section 9.1 and 9.2, so long as any such withdrawal, replacement or
substitution or any such sale, disposition, pledge, assignment or other transfer would
not cause the value of the Qualified Collateral (as determined by the Grantor in
accordance with Section 2.3(a)) after such action to be below the Minimum Required
Collateralization Level (in the case of any replacement or substitution, after taking
into account any replacement or substitute Qualified Collateral provided by the Grantor
to the Collateral Agent simultaneously therewith, as evidenced by a revised Qualified
Collateral Schedule provided simultaneously by the Grantor to the Collateral Agent
(with a copy to Farmer Mac, if Farmer Mac is no longer serving as Collateral Agent),
which revised Qualified Collateral Schedule shall form a part of this Agreement.)






	 	(d)	 	At any time, the Grantor may pledge additional Qualified Collateral (in which
such party has rights or the power to transfer rights to a secured party) under this
Agreement by filing the appropriate UCC statements and delivering a Certificate of
Pledged Collateral to the Collateral Agent specifying such additional collateral.






	 	(e)	 	The Grantor shall certify to the Collateral Agent (with a copy to Farmer Mac,
if Farmer Mac is no longer serving as Collateral Agent), within fifteen (15) Business
Days following each Valuation Date, that (i) the value of Qualified Collateral (as
determined by the Grantor in accordance with Section 2.3(a)) shall have been at least
equal to the Minimum Required Collateralization Level as of such Valuation Date, and
(ii) the Grantor has provided adequate Qualified Collateral (in which the Grantor has
rights or the power to transfer rights to a secured party) to maintain the Minimum
Required Collateralization Level with respect to the AgVantage Bond Balance, in each
case, which certification shall be in substantially the form of a Certificate of
Pledged Collateral.





SECTION 2.4 Undertakings Regarding Qualified Collateral.



With respect to the Qualified Collateral, the Grantor undertakes and agrees as follows:




	 	(a)	 	to keep and maintain such Qualified Collateral free and clear of pledges,
liens, and encumbrances except for the security interest created by this Agreement and
except for Permitted Liens;






	 	(b)	 	to keep and maintain the Qualified Collateral in an amount at or above the
Minimum Required Collateralization Level;






	 	(c)	 	upon the pledge of AMBS, cash, U.S Treasury securities, securities issued or
fully guaranteed by an agency or instrumentality of the United States, or any Qualified
Substitute Collateral, to establish and maintain the Securities Account and to enter
into the Securities Account Control Agreement;






	 	(d)	 	upon the establishment of the Securities Account and upon execution and
delivery of the Securities Account Control Agreement, and upon the delivery of the
Qualified Collateral to the Collateral Agent, to furnish to the Collateral Agent and
the Bond Guarantor an opinion of counsel reasonably satisfactory to the Control Party
that in the opinion of such counsel such action has been taken as is necessary to
create and perfect and enforceable lien and security interest of the Collateral Agent
in the Qualified Collateral; and






	 	(e)	 	to ratify any financing statements previously filed.





The Grantor, in connection with any modification of the Qualified Collateral Schedule on any
Business Day on which the value of the Qualified Collateral pledged hereunder and identified in a
schedule to the most recently filed UCC statement becomes less than the Minimum Required
Collateralization Level, shall cause the concurrent filing of such UCC financing statements and
amendments thereto as may be necessary or desirable to maintain the perfection of the security
interest granted hereunder, naming the Collateral Agent or its transferees or assigns as secured
party and the Grantor as debtor. The Collateral Agent shall have no duty to monitor, prepare or
file any UCC financing statement or amendments.



SECTION 2.5 Risk of Loss of Qualified Collateral.



The Grantor bears the risk of loss for any Qualified Collateral held in its possession prior
to delivery or in transit to or from the Grantor to the Collateral Agent or its agent. In the
event the Grantor delivers any Qualified Collateral to the Collateral Agent or its agent, the duty
of the Collateral Agent with respect to such Qualified Collateral shall be solely to use reasonable
care in the custody and preservation of the security in its possession.



ARTICLE 3




	 	 	 
	COLLATERAL AGENT

SECTION 3.1

	 	

Appointment as Collateral Agent.






Subject to the terms and conditions hereof, the Grantor hereby appoints the Collateral Agent
and the Collateral Agent hereby accepts such appointment to act as Collateral Agent pursuant to the
terms of this Agreement. The Collateral Agent acknowledges the grant of the Security Interest upon
the issuance of the AgVantage Bonds under the Bond Purchase Agreement, accepts the trusts under
this Agreement in accordance with the provisions of this Agreement, and agrees to perform its
duties in this Agreement to the end that the interests of the AgVantage Bond Holder and the Bond
Guarantor may be adequately and effectively protected.



SECTION 3.2 Resignation of the Collateral Agent.



The Collateral Agent may resign at any time by providing not less than thirty (30) days’ prior
written notice to the Control Party and the Grantor. If a successor Collateral Agent is not
appointed by the Grantor within thirty (30) days after the Collateral Agent gives notice of its
intent to resign, the retiring Collateral Agent may petition any court of competent jurisdiction to
appoint a successor Collateral Agent. The Grantor shall notify the Control Party in writing upon
the appointment of a successor Collateral Agent and the agreement by such person to act as
successor Collateral Agent in connection with this Section 3.2.



SECTION 3.3 Eligibility of Successor Collateral Agent.



Any successor Collateral Agent appointed by the Grantor pursuant to Section 3.2 shall be a
national banking association or banking corporation authorized under its laws of incorporation and
the laws of the jurisdiction in which it administers this Agreement to exercise the powers required
by this Agreement having at all times an aggregate capital surplus and undivided profits of at
least $1,000,000,000.00.



SECTION 3.4 Merger or Consolidation.



Any person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may
result from any merger or consolidation to which the Collateral Agent shall be party, or (iii) that
may succeed to the properties and assets of the Collateral Agent substantially as a whole, shall be
the successor to the Collateral Agent under this Agreement without further act of any of the
parties to this Agreement.



SECTION 3.5 Duties and Responsibilities of the Collateral Agent.




	 	(a)	 	The Collateral Agent shall perform any and all duties required of it pursuant
to the terms of this Agreement.






	 	(b)	 	The Collateral Agent shall in the event it is so directed in writing by the
Control Party exercise any rights or remedies granted to the Collateral Agent under
this Agreement.






	 	(c)	 	The Collateral Agent will hold all Mortgage Documents and other instruments or
documents representing the Qualified Loans in accordance with the procedures set forth
on Exhibit A attached hereto.






	 	(d)	 	The Collateral Agent makes no warranty or representation and shall have no
responsibility as to the content, enforceability, completeness, validity, sufficiency,
value, genuineness, ownership, or transferability of the Qualified Collateral or any
Qualified Substitute Collateral and will not be required to and will not make any
representations as to the validity or value of any of the Qualified Collateral or
Qualified Substitute Collateral.






	 	(e)	 	The Collateral Agent shall have no duties or responsibilities, except such
duties and responsibilities as are specifically set forth in this Agreement, and no
covenants or obligations shall be implied in this Agreement against the Collateral
Agent.






	 	(f)	 	No provision of this Agreement shall be construed to relieve the Collateral
Agent from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct or bad faith, except that:






	 	(i)	 	the Collateral Agent shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the Collateral Agent
unless it shall be proved that the Collateral Agent was negligent in
ascertaining the pertinent facts;






	 	(ii)	 	the Collateral Agent shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
written direction of either Grantor or the Control Party relating to the time,
method and place of conducting any proceeding for any remedy available to the
Collateral Agent or exercising any trust or power conferred upon the Collateral
Agent under this Agreement;






	 	(iii)	 	no provision of this Agreement shall require the Collateral
Agent to expend or risk its own funds or otherwise incur any liability other
than as provided in Section 3.5(f) in the performance of its duties hereunder
unless adequate indemnity has been assured to it; and






	 	(iv)	 	the Collateral Agent shall not be obligated to take any legal
action hereunder which might in its judgment involve any expense or liability
unless it has been furnished with an indemnity satisfactory to it.





SECTION 3.6 Limitation on Liability of the Collateral Agent.



Subject to Section 3.5(f) with respect to clauses (a), (b) and (d) below, the Collateral
Agent:




	 	(a)	 	shall not be liable for any error of judgment or for any act done or step taken
or omitted by it in good faith or for any mistakes of fact or law or for anything that
it may do or refrain from doing in connection herewith;






	 	(b)	 	may consult with counsel satisfactory to it and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken
suffered or omitted by it hereunder in good faith and in the opinion of such counsel;






	 	(c)	 	shall not be responsible for delays or failures in performance resulting from
acts beyond its control, including, without limitation, strikes, lockouts, riots, acts
of war or terrorism, epidemics, nationalization, earthquakes, hurricanes or other
natural disasters of similar nature;






	 	(d)	 	may conclusively rely on and shall be fully protected in acting upon any
certificate, instrument, opinion, notice, letter, telegram or other document delivered
to it and that in good faith it reasonably believes to be genuine and that has been
signed by the proper party or parties; and






	 	(e)	 	shall not be liable for any consequential, indirect, special or punitive
damages under any circumstances.





SECTION 3.7 [Fees of the Collateral Agent].



[RESERVED]



ARTICLE 4




	 	 	 
	Events of Default

SECTION 4.1

	 	

Events of Default.






The Collateral Agent may consider the Grantor in default hereunder upon the occurrence and
continuance of any of the following events or conditions beyond any applicable notice or cure
periods (each an “Event of Default”) hereunder:




	 	(a)	 	the occurrence and continuance of an “Event of Default” as such term is defined
in the Bond Purchase Agreement with respect to any AgVantage Bond;






	 	(b)	 	the failure to maintain the Minimum Required Collateralization Level as of any
Business Day, which failure shall not have been cured within thirty (30) days of the
earlier of (i) notice from Farmer Mac requesting that it be cured, or (ii) the first
day on which Grantor becomes aware of such failure;






	 	(c)	 	breach of or failure to perform by the Grantor any other covenant, promise,
condition, obligation or liability contained or referred to herein which shall not have
been cured within forty-five (45) days after notice thereof to the Grantor from the
Collateral Agent; or






	 	(d)	 	any representation, statement or warranty made to the Collateral Agent by or on
behalf of the Grantor in connection with this Agreement which shall prove to have been
false in any material respect when made or furnished and which shall not have been
cured within forty-five (45) days after notice thereof to the Grantor from the
Collateral Agent.





The Collateral Agent shall not be deemed to have knowledge of any Event of Default until
written notice thereof is delivered to it. Upon receipt of written notice of an Event of Default,
the Collateral Agent shall deliver the Notice of Exclusive Control required by the Securities
Account Control Agreement.



SECTION 4.2 Remedies Upon an Event of Default.




	 	(a)	 	If an Event of Default shall occur and be continuing, the Collateral Agent
shall (subject to Section 3.5), at the written direction of the Control Party, pursue
any of the following remedies, separately, successively, or cumulatively:






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






	 	(ii)	 	pursue any other remedy available at law or in equity to
collect, enforce, or satisfy obligations of the Grantor under the AgVantage
Bond and this Agreement, including exercising its rights as secured creditor to
collect income on the Qualified Collateral, or to sell, assign, transfer,
lease, or otherwise dispose of the Qualified Collateral whether or not the
Qualified Collateral is in the Collateral Agent’s possession, in each case
subject to the immediately preceding clause (i) above.






	 	(b)	 	If the Collateral Agent exercises its rights subject to Section 4.2(a) in
respect of the Qualified Collateral upon the occurrence and during the continuance of
an Event of Default, to the fullest extent permitted by applicable law:






	 	(i)	 	the Collateral Agent may sell, assign, transfer and deliver, at
the Collateral Agent’s option, the whole or any part of the Qualified
Collateral at private or public sale, at such prices as the Collateral Agent
may, in good faith, deem best, without public advertisement, and the Grantor
waives notice of the time and place of sale, except any notice that is required
by law and may not be waived;






	 	(ii)	 	the Collateral Agent has no obligation to prepare any Qualified
Collateral for sale, and the Collateral Agent may sell any Qualified Collateral
and disclaim any warranties without adversely affecting the commercial
reasonableness of the sale; and






	 	(iii)	 	the Collateral Agent may purchase any or all Qualified
Collateral and shall apply the purchase price to reduce amounts owed by the
Grantor to the Collateral Agent as set forth in (c) below.






	 	(c)	 	Subject to Section 9-615 of the UCC, the Proceeds realized by the Collateral
Agent upon selling or disposing of the Qualified Collateral will be applied in the
following order:






	 	(i)	 	first, for so long as a Bond Guarantor Default has occurred and
is continuing, to pay all reasonable costs and expenses of every kind incurred
by the Collateral Agent for the collection, sale and foreclosure of the
Qualified Collateral (including reasonable expenses incurred in the protection
of Collateral Agent’s title to or lien upon or right in connection therewith,
reasonable expenses for out-of-pocket legal fees in connection therewith or in
making any such sale or sales, insurance, commission for sales and guaranty);






	 	(ii)	 	second, to the Collateral Agent for any amounts due and unpaid
in accordance with applicable agreements;






	 	(iii)	 	third, to the Bond Guarantor in respect of any amounts
previously paid by the Bond Guarantor in respect of the Guaranteed Obligations;






	 	(iv)	 	fourth, to interest owed under the AgVantage Bond;






	 	(v)	 	fifth, to the principal amount owed under the AgVantage Bond;
and






	 	(vi)	 	sixth, any remaining Proceeds will be paid by the Collateral
Agent to the Grantor.





SECTION 4.3 Appointment of Collateral Agent as Attorney-in-Fact; Sub-Agents.




	 	(a)	 	If an Event of Default occurs and is continuing, and without limiting any other
rights the Collateral Agent might have as a collateral agent under applicable law and
under this Agreement, the Grantor does hereby make, constitute and appoint the
Collateral Agent (and any sub-agent thereof appointed by the Collateral Agent for
purposes of this Agreement in accordance with Section 4.3(b) (each, a “Sub-Agent”)) its
true and lawful attorney-in-fact to deal with the Qualified Collateral and, in its name
and stead to release, collect, compromise, settle and release or record any mortgage or
deed of trust that is a part of such Qualified Collateral as fully as the Grantor could
do if acting for itself. The powers herein granted are coupled with an interest, and
are irrevocable, and full power of substitution is granted to the Collateral Agent in
the premises.






	 	(b)	 	All services to be furnished by the Collateral Agent under this Agreement may
be furnished or subcontracted by the Collateral Agent to a Sub-Agent; provided, that
prior written notice is given to the Grantor of the appointment of such Sub-Agent and
the Grantor consents to such appointment within ten Business Days after its receipt of
such notice; provided, however, that: (i) the Collateral Agent shall remain ultimately
responsible for the provision of such services; and (ii) the Grantor shall not withhold
or delay consent to the appointment of an Excluded Agent.





ARTICLE 5




	 	 	 
	AgVantage Bond Documentation

	SECTION 5.1

	 	Maintenance of AgVantage Bond Documentation.






The Grantor shall maintain each of the following documents (the “AgVantage Bond Documents”) as
official records of the Grantor:




	 	(a)	 	a certified copy of the relevant portion of the minutes of the meeting at which
the Grantor’s board of directors or other governing body adopted the AgVantage Bond
Resolutions (as defined in Section 6.1(a)(i) below);






	 	(b)	 	a current copy of the schedules listing the Qualified Collateral pledged
hereunder and setting forth, among other things, the outstanding principal amount of
such collateral as of the most recent Valuation Date; and






	 	(c)	 	a statement of the AgVantage Bond Balance.





ARTICLE 6




	 	 	 
	Representations, Warranties and Covenants

	SECTION 6.1

	 	Representations and Warranties.






The Grantor represents and warrants as of the date of this Agreement and as of each date on
which the Qualified Collateral Schedule is modified, that:




	 	(a)	 	it is authorized under applicable law and its charter, bylaws, or similar
governing documents, to execute and perform its obligations under the applicable
AgVantage Bond and this Agreement. Without limiting the generality of the foregoing,
the Grantor represents that: (i) its board of directors or other governing body has
adopted resolutions (the “AgVantage Bond Resolutions”) (A) authorizing the execution
and delivery of any AgVantage Bond issued and this Agreement and the taking or
consummation of such other actions as necessary or appropriate to carry out the
provisions or intentions of any AgVantage Bond issued and this Agreement, and
(B) adopting or ratifying, as applicable, the Mortgage Guidelines; and (ii) the
foregoing resolutions are duly reflected in the official records of the Grantor;






	 	(b)	 	each AgVantage Bond is enforceable against the Grantor and this Agreement is
valid, binding and enforceable against the Grantor in accordance with its terms subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and
subject to enforceability to general principles of equity, regardless of whether
enforcement is sought in a proceeding in equity or at law; and






	 	(c)	 	with respect to each Qualified Loan that is pledged as Qualified Collateral,
(i) such Qualified Loan is secured by a first lien mortgage on the real estate securing
the Qualified Loan and was originated in accordance with the Mortgage Guidelines in all
material respects, and (ii) the Grantor has advised the Purchaser and Farmer Mac in
writing of any other loan secured by any portion of such real estate with an equal lien
position to the Qualified Loan. The Grantor covenants that any interest obtained by
the Purchaser, Farmer Mac, or the Collateral Agent in any such Qualified Loan by
operation of this Agreement will be prior in right to any lien on such security of
which the Purchaser and Farmer Mac had not been so advised.





SECTION 6.2 Covenants.



The Grantor covenants that:




	 	(a)	 	the Grantor has rights in the Qualified Collateral granted by it, and its title
to the portion of the Qualified Collateral that is required to meet the Minimum
Required Collateralization Level is free and clear of pledges, liens and encumbrances,
except as created hereunder and except for Permitted Liens, and the Grantor will
maintain such amount of Qualified Collateral free and clear of pledges, liens and
encumbrances except as created hereunder and except for the Permitted Liens as long as
such Qualified Collateral remains pledged hereunder;






	 	(b)	 	the Grantor has obtained all necessary approvals and consents before pledging
the Qualified Collateral under this Agreement;






	 	(c)	 	each Qualified Loan is freely transferable by assignment or negotiation;






	 	(d)	 	each mortgage or deed of trust securing a note or bond included in the
Qualified Collateral has been recorded;






	 	(e)	 	the Grantor will provide the Collateral Agent with any reports or statements
that the Collateral Agent or the Control Party reasonably requests; provided, however,
that the filing of a report or statement via the Electronic Data Gathering, Analysis,
and Retrieval system of the Commission (or such subsequent official electronic filing
system established by the Commission) shall constitute delivery of such report or
statement, as the case may be, to the Collateral Agent or the Control Party upon
notification by the Grantor to the Collateral Agent or the Control Party, as the case
may be.






	 	(f)	 	upon reasonable prior notice and during normal business hours, and with
approval of the Grantor (such approval to not be reasonably withheld), the Grantor will
permit the Collateral Agent or its designee to inspect or copy the AgVantage Bond
Documents and any other documents or evidence in the Grantor’s possession or control
relating to the Qualified Collateral;






	 	(g)	 	the Grantor will promptly notify the Collateral Agent upon the occurrence of
any change in its respective credit rating by S&P, Moody’s or Fitch, as applicable;






	 	(h)	 	the Grantor will promptly notify the Collateral Agent of any change in
applicable law or regulations, or its respective charter, bylaws, or other governing
documents, or any legal or regulatory process asserted against the Grantor, that
materially affects or may materially affect the Grantor’s authority or ability to
lawfully perform its obligations under the Bond Purchase Agreement or this Agreement;
and






	 	(i)	 	the Grantor will promptly notify the Collateral Agent of: (i) any material
adverse change in its business or financial condition or in the business or financial
condition of the Operating Partnership, the REIT or any other affiliate that would
materially and adversely affect the Collateral Agent’s interests; (ii) the execution of
a definitive agreement which by its terms provides for a reorganization, merger or
consolidation of the Grantor, the Operating Partnership or the REIT; (iii) any legal or
regulatory action (including any pending or threatened litigation or judgment) directly
involving the Grantor, the Operating Partnership or the REIT as a party that would
reasonably be expected to have a materially adverse financial or business impact on the
Grantor; or (iv) the occurrence of any Event of Default.





SECTION 6.3 Negative Covenants.



The Grantor covenants that the Grantor shall not, and shall not purport, propose or undertake
to, consent to any modification of any AgVantage Bond without the Collateral Agent’s or Control
Party’s prior written consent, which consent shall not be unreasonably withheld.



ARTICLE 7




	 	 	 
	Indemnification

SECTION 7.1

	 	

Indemnification by Grantor.






The Grantor agrees to indemnify the Collateral Agent or Sub-Agent for any loss, claim, damage,
liability, and expense (including reasonable attorneys’ fees, court costs and reasonable expenses
of litigation) incurred by the Collateral Agent (and any Sub-Agent), in the course of or arising
out of the Bond Purchase Agreement or this Agreement, any action relating to the Qualified
Collateral, or any action to which the Collateral Agent (and any Sub-Agent), may become subject in
connection with the AgVantage Bond Holder’s exercise of any right or remedy granted to it under the
Bond Purchase Agreement or this Agreement, except to the extent that such loss, claim, damage,
liability or expense results from the Collateral Agent’s (and any Sub-Agent thereof) negligence or
willful misconduct; provided, however, that if Farmer Mac is appointed as a Sub-Agent of the
Collateral Agent under this Agreement, Farmer Mac’s indemnification pursuant to this Section 7.1
will be limited solely to actions taken as Sub-Agent to the Collateral Agent.



ARTICLE 8




	 	 	 
	Miscellaneous

SECTION 8.1

	 	

Successors and Assigns of Grantor Bound by Agreement.






All obligations, covenants, agreements and duties of the parties contained in this Agreement
shall bind the respective permitted successors and assigns of the parties, whether so expressed or
not.



SECTION 8.2 Amendments; Assignments.




	 	(a)	 	This Agreement will not be amended, supplemented, modified, restated, or
replaced in any manner, except with the written consent of the Grantor and the
Collateral Agent.






	 	(b)	 	This Agreement may not be transferred, assigned, hypothecated or alienated in
any manner whatsoever, except with the prior written consent of the Grantor and the
Collateral Agent.





SECTION 8.3 No Liability for the Collateral Agent.



Subject to Section 7.2, the Collateral Agent has no liability for acting in reliance upon any
communication (including a facsimile transmission, electronic transmission, telex, or similar
communication) reasonably believed by the Collateral Agent to be genuine or to be sent by an
individual acting on behalf of the Grantor. The Collateral Agent has no fiduciary duty to the
Grantor.



SECTION 8.4 Governing Law.



This Agreement shall be construed and enforced according to the laws of the State of New York,
including, without limitation, Section 5-1401 of the General Obligations Law of the State of New
York, but without regard to the conflicts of law provisions thereof.



SECTION 8.5 Consent to Jurisdiction.



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 or the transactions contemplated hereby. 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 document delivered pursuant hereto, 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.



SECTION 8.6 Waiver of Jury Trial.



Each of the parties to this Agreement irrevocably and expressly waives any and all right to a
trial by jury with respect to any legal proceeding arising out of or relating to this Agreement or
any claims or transactions in connection herewith. Each of the parties hereto hereby acknowledges
that such waiver is made with full understanding and knowledge of the nature of the rights and
benefits waived hereby.



SECTION 8.7 Entire Agreement.



This Agreement and the Bond Purchase Agreement embody the entire agreement and understanding
between the parties hereto relating to the subject matter hereof and supersede all prior agreements
between such parties that relate to the subject matter.



SECTION 8.8 Limitation on Rights of Others.



The provisions of this Agreement are solely for the benefit of the Grantor and the Collateral
Agent and nothing in this Agreement, whether express or implied, shall be construed to give to any
other person any legal or equitable right, remedy or claim under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.



SECTION 8.9 Severability.



If any provision of, or obligation under, this Agreement, or the application thereof to any
person or under any circumstance, shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions of, and any obligations
under, this Agreement, or the application of such provision in any other jurisdiction shall not in
any way be affected or impaired thereby, and each provision of this Agreement shall be valid and
enforceable to the extent permitted by applicable law.



SECTION 8.10 Counterparts.



This Agreement and any amendments, supplements, modifications, restatements, or replacements
hereof, or waivers or consents hereto, may be executed in any number of counterparts, and by
different parties hereto in separate counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which counterparts, when taken together, shall
constitute one and the same instrument. This Agreement shall become effective upon the execution
of a counterpart by each of the parties hereto.



SECTION 8.11 No Waiver.



No failure on the part of the parties hereto to exercise, and no delay in exercising, and no
course of dealing with respect to, any right, power or privilege hereunder (or operate as an
acquiescence of any default or Event of Default hereunder) shall operate as a waiver thereof
(including by the Collateral Agent upon the occurrence and during the continuance of an Event of
Default), nor shall any single or partial exercise thereof or the exercise of any other right,
power or privilege operate as such a waiver.



SECTION 8.12 Remedies Cumulative.



No right, power or remedy of the parties hereunder shall be exclusive of any other right,
power or remedy, but shall be cumulative and in addition to any other right, power or remedy
thereunder or now or hereafter existing by law or in equity.



SECTION 8.13 Notices.



All demands, notices, instructions or other communications required or permitted to be given
hereunder shall be given in writing by delivering the same against receipt by facsimile
transmission (confirmed by registered or certified mail, postage prepaid, return receipt
requested), or by registered or certified mail, postage prepaid, return receipt requested,
addressed as follows (and if so given, shall be deemed given when mailed or upon receipt of a
confirmation, if sent by facsimile):




If to the Grantor, to:




Gladstone Lending Company, LLC


c/o Gladstone Land Corporation


1521 Westbranch Drive, Suite 200


McLean, Virginia 22102


Fax: 703-287-5801


Attn: Michael Licalsi




with a copy to:




Bass Berry & Sims PLC


100 Peabody Place, Suite 900


Memphis, TN 38103


Fax: 901-543-5999


Attention: Richard R. Spore and Robert P. McDaniel, Jr.




If to the Purchaser, Collateral Agent or the Bond Guarantor, to:




Federal Agricultural Mortgage Corporation


1999 K Street, NW 4th Floor


Washington, DC 20006


Fax: 202-872-7713


Attention: Chief Financial Officer




with a copy to:




Federal Agricultural Mortgage Corporation


1999 K Street, NW 4th Floor


Washington, DC 20006


Fax: 202-872-7713


Attention: General Counsel



ARTICLE 9




	 	 	 
	Termination of Security Interest

	SECTION 9.1

	 	Termination of Security Interest.






The Security Interest in respect of any item of Qualified Collateral shall terminate, and all
rights to any item of Qualified Collateral shall revert to the Grantor upon: (i) the termination of
the Bond Purchase Agreement in accordance with its terms; or (ii) the withdrawal, replacement or
substitution or the sale, disposition, pledge, assignment or other transfer, of such item of
Qualified Collateral by the Grantor pursuant to, and in accordance with, Section 2.3; provided that
this Agreement shall survive any permitted assignment of the Bond Purchase Agreement and any
AgVantage Bond.



SECTION 9.2 Evidence of Termination.



Upon the termination of this Agreement, the Collateral Agent will execute and deliver to the
Grantor such documents as the parties shall prepare at their own expense and reasonably request to
evidence the termination of this Agreement. Without limiting the foregoing, upon the occurrence of
a withdrawal, replacement, substitution, sale, disposition, pledge, assignment or other transfer
under Section 9.1(ii) or Section 2.3(c) above, Collateral Agent will
cooperate with Grantor in the release or termination (or partial release or termination) of all
filings or instruments evidencing any applicable lien or liens in favor of Collateral Agent with
respect to such collateral. Without limiting the foregoing, upon the request of Grantor in such
event, Collateral Agent shall promptly terminate (or authorize Grantor to terminate) any UCC
financing statement(s) necessary to evidence the release of such lien(s).



1



In Witness Whereof, the parties have caused this Agreement to be duly executed and
delivered as of the day first above written.




GLADSTONE LENDING COMPANY, LLC, a Delaware limited
liability company




By: Gladstone Land Limited Partnership, a
Delaware limited partnership, its sole member and
manager




By: Gladstone Land Partners, LLC, a Delaware




limited liability company, its General Partner




By: Gladstone Land Corporation, a Maryland
corporation, its Manager




By:

Name:

Title:





FARMER MAC MORTGAGE SECURITIES
CORPORATION,






as Purchaser




	 	 	 	By:






Name: R. Dale Lynch


Title: Vice President and Treasurer




FEDERAL AGRICULTURAL MORTGAGE
CORPORATION,


as Collateral Agent and Bond Guarantor




	 	 	 	By:






Name: R. Dale Lynch


Title: Senior Vice President – Chief Financial
Officer and Treasurer



Schedule I




Eligibility Criteria Agricultural real estate can consist of land, buildings and fixtures used
in agricultural production, processing or storage. Each such mortgage loan will:




	 	•	 	be secured by a first lien fee simple or leasehold mortgage on agricultural real
estate (land, buildings and fixtures used in agricultural production, processing or
storage) located in the United States (or by a junior lien on such agricultural real
estate, so long as the Grantor holds each lien on such agricultural real estate that is
senior to such junior lien and each mortgage loan secured by any such senior lien is
pledged by the Grantor under this Agreement);






	 	•	 	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 members, stockholders, or
partners holding a majority interest in the corporation or partnership are such
individuals;






	 	•	 	have a loan-to-value ratio at the time of origination of not greater than 66
percent, as determined by the Appraised Value of the related agricultural real estate
securing the mortgage loan;






• if secured by:




	 	•	 	not more than 1,000 acres, have an unpaid principal balance not greater than
$30,000,000 (or any higher amount permitted by Farmer Mac and communicated to
Grantor in writing);






	 	•	 	more than 1,000 acres, have an unpaid principal balance not greater than
$12,000,000 (or any higher amount permitted by Farmer Mac and communicated to
Grantor in writing);






• be not more than 30 days delinquent in the payment of interest;




• have all taxes and assessments paid prior to delinquency;




• contain cross-default provisions in the related mortgage loan documents,
instruments, and agreements, providing that any default or Event of Default in this
Agreement or the Bond Purchase Agreement shall also constitute a default under the related
mortgage loan and providing for immediate acceleration of the balance due on such mortgage
loan without further notice, thereby entitling the Collateral Agent or Control Party, as
applicable, to all rights and remedies under the terms of such mortgage loan;




• encumber any improvements with a first priority lien by and through the mortgage.
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 Grantor 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. Notwithstanding the foregoing or anything herein to the contrary, the
Grantor is not granting any lien or security interest with respect to, and references to the
pledged real property or improvements shall not include, any agricultural operations, crops
and related permanent plantings, irrigation facilities and water rights that are owned by
tenants at such property (“Tenant Improvements”); and




• 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.



Schedule II




PLEDGE AND SECURITY AGREEMENT DATED AS OF DECEMBER 5, 2014

CERTIFICATE OF PLEDGED COLLATERAL FILED WITH

FEDERAL AGRICULTURAL MORTGAGE CORPORATION, Collateral Agent




      , Chief Executive Officer (or Chief Financial Officer or Controller) and
     , Vice-President [Chief Financial Officer] [Treasurer], of Gladstone Land
Corporation, the Manager of Gladstone Land Partners, LLC, the General Partner of Gladstone Land
Limited Partnership, the sole member and manager of Grantor, hereby certify to the Control Party
and the Collateral Agent under the above-mentioned Pledge and Security Agreement as amended to the
date hereof (herein called the “Pledge Agreement”) as follows:



	 	 	 	 	 
	 	1.	 	 	The value of the Qualified Collateral certified hereby and pledged

to the Collateral Agent, as shown on Schedule A hereto, is.......... $

	 	 	 	 	 

	 	2.	 	 	The value of the Qualified Collateral certified hereby and being

pledged to the Collateral Agent, as shown on Schedule B hereto, is.. $

	 	 	 	 	 

	 	3.	 	 	The aggregate principal amount of the AgVantage Bond(s) outstanding

at the date hereof is............................................... $

	 	4.	 	 	The aggregate amount, if any, of the AgVantage Bond(s) to be issued

on the basis of this Certificate is................................. $

	 	5.	 	 	The sum of amounts in items 3 and 4 is.............................. $

	 	6.	 	 	The aggregate amount by which the value of Qualified Collateral

exceeds the aggregate principal amount of the AgVantage Bond(s)

outstanding (the sum of items 1 and 2 minus item 5) is.............. $

	 	7.	 	 	To the knowledge of the undersigned, each Qualified Loan included

as Qualified Collateral satisfies the Eligibility Criteria set

forth in the Pledge Agreement.

	 	8.	 	 	The value of the Qualified Collateral pledged to the Collateral

Agent satisfies the Minimum Required Collateralization Level.

	 	9.	 	 	So far as is known to the undersigned, no Event of Default exists.







All terms which are defined in the Pledge Agreement are used herein as so defined.



Dated:       



Exhibit A

QUALIFIED LOAN FILE CUSTODY PROCEDURES




1. Delivery of Custodial Files. (a) The Grantor is required to deliver to the Collateral
Agent any and all documents or records relating to the Qualified Loans (with respect to any
Qualified Loan, a “Qualified Loan File”), which shall be listed by the Grantor on the Qualified
Collateral Schedule, and the Collateral Agent shall hold such Qualified Loan Files in accordance
with the terms of this Exhibit A.




(b) From time to time, the Grantor may forward to the Collateral Agent additional
original documents or additional documents evidencing an assumption, modification,
consolidation or extension of a Qualified Loan. Upon receipt of such documents by the
Collateral Agent, such documents shall constitute a part of the Qualified Loan File for the
related Qualified Loan. The Collateral Agent is entitled to rely upon the Qualified
Collateral Schedule provided as of the most recent date of delivery as the conclusive
schedule in its review of the submitted Qualified Loan File. The Collateral Agent is under
no duty to verify the existence of any endorsements to the policy of title insurance or the
existence, validity or priority of any liens of security interest in any personal property
securing the related Qualified Loan.




(c) Within thirty (30) days after the later of (i) the date of delivery of the
Qualified Loan Files by the Grantor and (ii) receipt by the Collateral Agent of check-in
instructions for the Qualified Loan Files and, if applicable, the Mortgage Documents and any
other instruments and/or documents contained in the Qualified Loan Files, from the Grantor,
the Collateral Agent shall review the Qualified Loan Files received by it in accordance with
the check-in instructions, and shall deliver to the Bond Guarantor, the Grantor or their
designees a certification (a “Trust Receipt”) substantially in the form agreed to by the
parties hereto and the Bond Guarantor, as to each Qualified Loan listed on the Qualified
Collateral Schedule. The Collateral Agent shall not be responsible to verify the validity,
sufficiency or genuineness of any document in any Qualified Loan File.



2. Custody of Qualified Loan Documents. The Collateral Agent shall segregate and maintain
continuous custody of all documents constituting each Qualified Loan File received by it in secure
and fire-resistant facilities in accordance with its customary standards for such custody and shall
provide the Grantor written notice of such location.



3. Release for Servicing. From time to time and as appropriate for the foreclosure or
servicing of any of the Qualified Loans or in connection with a Qualified Loan which has been paid
in full, the Collateral Agent is hereby authorized, upon delivery by the Grantor to the Collateral
Agent, with a copy to the parties hereto and the Bond Guarantor of a written request in a form
agreed upon by the parties hereto and the Bond Guarantor (a “Request for Release of Qualified Loan
File”), to release to the Grantor the related Qualified Loan Files. The Collateral Agent shall
have no duties or obligations and no liability with respect to any Qualified Loan File so released
to the Grantor for any period of time so released to the Grantor. In the event that the Grantor
returns a Qualified Loan File or other documents previously released by the Collateral Agent to the
Grantor the Qualified Loan File or other documents so returned shall once again be subject to the
provisions of the Pledge and Security Agreement.



4. Copies of Qualified Loan Documents. Upon the written request of any of the Grantor or the
Control Party and at the cost and expense of the Grantor under the Pledge and Security Agreement,
the Collateral Agent shall provide the requesting Grantor, the Control Party or their designees
with copies of any documents in the possession of the Collateral Agent relating to the Qualified
Collateral.



5. Examination of Qualified Loan Files. Upon five (5) Business Days prior written notice to
the Collateral Agent, the Bond Guarantor, the Grantor, or any of their agents, accountants,
attorneys, auditors and prospective purchasers will be permitted during normal business hours to
examine the Qualified Loan Files and any other documents, records and papers in the possession of
or under the control of the Collateral Agent relating directly to the administration of any or all
of the Qualified Loans. Any costs associated with such examination shall be paid by the Grantor
under the Pledge and Security Agreement.



6. Attachment of Qualified Loan Files. In the event that any party to the Pledge and Security
Agreement shall be served by a third party with any type of levy, attachment, writ or garnishment
with respect to any document contained in a Qualified Loan File, or in the event any third party
shall institute any court proceeding by which any document included in the Qualified Loan Files
shall be required to be delivered otherwise than in accordance with the provisions of the Pledge
and Security Agreement, the party which received such service shall immediately deliver or cause to
be delivered to the other parties hereto, and to the Grantor and the Bond Guarantor, copies of all
court papers, orders, documents and other materials concerning such proceedings. The Collateral
Agent shall continue to hold and maintain all documents contained in the Qualified Loan Files
received by it pursuant to the provisions of the Pledge and Security Agreement pending an order of
a court of competent jurisdiction permitting or directing disposition hereof. Upon final
determination of such court, the Collateral Agent shall dispose of such documents held by it as
directed by such determination or, if no such determination is made, in accordance with the
provisions of the Pledge and Security Agreement. Expenses of the Collateral Agent incurred as a
result of the attachment of any document contained in a Qualified Loan File shall be paid pursuant
to the Pledge and Security Agreement. This subsection shall not be deemed to create any rights in
property belonging to the Grantor or the Bond Guarantor in favor of any third party.



Exhibit B

Securities Account Control Agreement

among




	 	 	 
	[

[

[
	 	],

] and

], as Securities Intermediary







Dated as of




Table of Contents




This Securities Account Control Agreement (the “Agreement”) is dated as of [
], 20[ ], between Gladstone Lending Company, LLC, a Delaware limited liability company
(the “Grantor”), [      ], as collateral agent (in such capacity, the “Collateral Agent”) ,
and [      ], as securities intermediary (in such capacity, the “Securities Intermediary”).



W i t n e s s e t h




WHEREAS, the Grantor has issued one or more AgVantage Bonds pursuant to an AgVantage
Bond Purchase Agreement dated as of [      ] (as amended, supplemented or modified from time to
time, the “AgVantage Bond”);



WHEREAS, the Grantor desires to grant to the Collateral Agent, for the benefit of the
AgVantage Bond Holder, a security interest in the collateral hereinafter described as security for
the obligations of the Grantor under the AgVantage Bond as more particularly described below;



WHEREAS, the Grantor has entered into the Pledge and Security Agreement, dated as of
[      ] (as amended, supplemented or modified from time to time, the “Security Agreement”),
with the Collateral Agent;



WHEREAS, the Grantor, the Securities Intermediary and the Collateral Agent are entering into
this Agreement to provide for the control of the Collateral and to perfect the security interest of
the Collateral Agent therein.



NOW THEREFORE, for valuable consideration and intending to be legally bound, the Grantor, the
Securities Intermediary and the Collateral Agent do hereby enter into this Agreement.



ARTICLE 1

Definitions; Interpretations




SECTION 1.1 Certain Terms Defined. In this Agreement, the following terms shall have the
meanings specified in this Section for all purposes of this agreement, unless otherwise expressly
provided.



“Account” means a securities account number        established at [ ], which is a
securities account within the meaning of Section 8-501(a) of the UCC.



“Agreement” means this instrument as originally executed and delivered and as the same may be
amended, supplemented, modified, restated or replaced from time to time.



“AgVantage Bond” has the meaning in the first recital of this Agreement.



“Assignee” has the meaning set forth in Section 6.2(c) hereof.



“Bond Purchase Agreement” means the AgVantage Bond Purchase Agreement dated as of [      ]
among the Grantor, the Purchaser and Farmer Mac, as the same may be amended from time to time in
accordance with the terms thereof.



“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks and
foreign exchange markets are open for business in New York, New York.



“Collateral” means the Account, cash, U.S. Treasury securities or securities fully guaranteed
by an agency or instrumentality of the United States, security entitlements, financial assets,
credit balances and other assets and property and all instruments, in each case from time to time
deposited or held in or transferred or credited to or carried in the Account.



“Collateral Agent” shall mean [      ].



“Entitlement Order” has the meaning set forth in Section 3.1 hereof.



“Event of Default” has the meaning set forth in Section 3.1 of the Security Agreement.



“Notice of Exclusive Control” has the meaning set forth in Section 3.2 hereof.



“Responsible Officer” shall mean any officer within the corporate trust department of the
Collateral Agent, including any vice president, assistant vice president, secretary, assistant
treasurer, trust officer or any other officer of the Collateral Agent who customarily performs
functions similar to those performed by persons who at the time shall be officers, respectively, or
to whom any corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject and, in each case, who shall have responsibility for the
administration of the Security Agreement.



“Securities Intermediary” has the meaning set forth in the first paragraph of this Agreement.



“Security Agreement” has the meaning in the third (3rd) recital of this Agreement.



“Trade” has the meaning set forth in Section 3.2 hereof.



“UCC” means the Uniform Commercial Code as in effect in the State of New York



SECTION 1.2 Interpretation. For all purposes of this Agreement except as otherwise expressly
provided or unless the context otherwise requires:




	 	(a)	 	the terms defined in this Article shall have the meanings ascribed in this
Article and shall include the plural as well as the singular;






	 	(b)	 	all accounting terms used and not expressly defined herein shall have the
meanings given to them in accordance with United States generally accepted accounting
principles, and the term “generally accepted accounting principles” shall mean such
accounting principles which are generally accepted at the date or time of any
computation or at the date hereof;






	 	(c)	 	references to Exhibits, Articles, Sections, paragraphs, subparagraphs and
clauses shall be construed as references to the Exhibits, Articles, Sections,
paragraphs, subparagraphs and clauses of this Agreement;






	 	(d)	 	the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision;






	 	(e)	 	the words “include”, “includes” and “including” shall be construed to be
followed by the words “without limitation”;






	 	(f)	 	Article and Section headings are for the convenience of the reader and shall
not be considered in interpreting this Agreement or the intent of the parties hereto;
and






	 	(g)	 	capitalized terms used herein and not otherwise defined shall have the meanings
ascribed in the Bond Purchase Agreement.





ARTICLE 2

The Account




SECTION 2.1 UCC Provisions. Each party hereto agrees that the Account constitutes a
“securities account” within the meaning of Article 8 of the UCC and with respect to the property
from time to time credited to the Account, the Securities Intermediary is the “securities
intermediary” and that the Grantor is the “entitlement holder” within the meaning of the UCC. For
purposes of perfecting the security interest of the Collateral Agent in any property (at any time
now or hereafter held in or credited to the Account), the Securities Intermediary hereby
acknowledges that it holds and will hold such property as collateral for the benefit of the
Collateral Agent, subject to the terms and conditions of this Agreement. All property delivered to
the Securities Intermediary and directed by the Grantor to be included in the Account pursuant to
the terms of the Security Agreement shall be promptly credited to the Account. All parties agree
that the Account and all property held by the Securities Intermediary in the Account, including
without limitation cash or credit balances, will be treated as investment property under Article 9
of the UCC and financial assets under Article 8 of the UCC.



SECTION 2.2 Indorsements. The Grantor agrees that all securities or other property underlying
any financial assets credited to the Account shall be registered in the name of the Securities
Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities
account maintained in the name of the Securities Intermediary and that in no case will any
financial asset credited to the Account be registered in the name of the Grantor, payable to the
order of the Grantor or specially indorsed to the Grantor. The Securities Intermediary agrees that
it shall promptly (and in any event within five (5) Business Days) notify the Collateral Agent and
the Grantor in writing after becoming aware (using reasonable care in the Securities Intermediary’s
normal business practices) that any financial asset credited to the Account is registered or
indorsed in contravention of this Section 2.2; provided, however, that the Securities Intermediary
shall have no liability hereunder for the failure to deliver such notice except to the extent such
failure results from its gross negligence or willful misconduct.



SECTION 2.3 Priority of Lien. The Securities Intermediary hereby acknowledges the security
interest granted to the Collateral Agent by the Grantor. The Securities Intermediary hereby waives
and releases all liens, encumbrances, claims and rights of setoff it may have against the
Collateral or any credit balance in the Account and agrees that it will not assert any such lien,
encumbrance, claim or right against the Account (including any financial asset carried in the
Account or any credit balance in the Account) or any other Collateral, except for the right to be
reimbursed for amounts advanced to settle authorized transactions under the Security Agreement.



ARTICLE 3

Control




SECTION 3.1 Grant of Control. Subject to Section 3.2 below, the Securities
Intermediary will comply with all notifications it receives directing it to transfer or redeem any
property in the Account (each an “Entitlement Order”) or other directions concerning the Account
(including, without limitation, directions to distribute to the Collateral Agent proceeds of any
such transfer or redemption or interest or dividends on property in the Account) to the extent
directed by the Collateral Agent without further consent from the Grantor or any other person. The
Securities Intermediary will not agree with any third party that the Securities Intermediary will
comply with Entitlement Orders concerning the Collateral originated by such third party without the
prior written consent of the Collateral Agent and, unless an Event of Default has occurred and is
continuing, the Grantor.



SECTION 3.2 Grantor’s Rights in Account. Until the Securities Intermediary receives a notice
from the Collateral Agent in the form of Exhibit A attached hereto (a “Notice of Exclusive
Control”) that the Collateral Agent will exercise exclusive control over the Account, the
Securities Intermediary shall: (i) distribute to the Grantor all interest and regular cash
dividends on property in the Account, if any, (ii) allow the Grantor to exercise all voting rights,
if any, relating to the security entitlements and financial assets credited to the Account and
(iii) settle purchases, sales, free receipts, free deliveries, exchanges, substitutions and other
transactions initiated by Grantor or Grantor’s authorized representatives (collectively, “Trades”,
and each individually, a “Trade”). The Grantor shall be solely responsible to comply with the
valuation requirements on the Collateral described in the Security Agreement. If the Securities
Intermediary receives from the Collateral Agent a Notice of Exclusive Control, the Securities
Intermediary will cease (a) distributing to the Grantor any interest and dividends on property in
the Account, (b) allowing the Grantor to exercise any voting rights and (c) settling Trades
initiated by Grantor or Grantor’s authorized representatives. The Collateral Agent may deliver to
the Securities Intermediary a Notice of Exclusive Control only if an Event of Default has occurred
and is continuing.



ARTICLE 4

Representations and Warranties; Undertakings




SECTION 4.1 The Representations and Warranties of the Securities Intermediary. The Securities
Intermediary hereby represents and warrants to the Grantor and the Collateral Agent that:




	 	(a)	 	the Account has been established in the name of the Grantor as recited above;






	 	(b)	 	the Account statements to be provided from time to time to the Grantor pursuant
to this Agreement will contain a complete and accurate statement of the “financial
assets,” as defined in Article 8 of the UCC, maintained in the Account, which account
has been titled to reflect the security interest of the Collateral Agent therein;






	 	(c)	 	there are no claims to or interests in the Account arising by, through or from
the Securities Intermediary (other than those expressly permitted hereby) and, to the
best of a Responsible Officer of the Securities Intermediary’s knowledge, there is no
other claim to or interest in the Account except for the claims and interest of the
Collateral Agent and Grantor in the Account; and






	 	(d)	 	valid and legally binding “security entitlements,” as defined in Article 8 of
the UCC, have been created with respect to the financial assets to be carried in the
Account and pledged to the Collateral Agent pursuant to the Security Agreement, and the
Securities Intermediary hereby acknowledges the creation and existence of such security
entitlements.





SECTION 4.2 Undertakings of the Securities Intermediary. The Securities Intermediary hereby
undertakes as follows:




	 	(a)	 	to send copies of: (i) all monthly statements concerning the Account to each
of Grantor and the Collateral Agent at their respective addresses set forth in the
heading of this Agreement and (ii) any other information concerning the Account or
Collateral reasonably requested by the Collateral Agent to the Collateral Agent at the
address set forth in the heading of this Agreement;






	 	(b)	 	to provide to the Collateral Agent with online access to the Account upon
execution of such documentation as the Securities Intermediary shall reasonably
request; and






	 	(c)	 	upon receipt of written notice of any lien, encumbrance or adverse claim
against the Account or in any financial asset carried therein, to make reasonable
efforts to notify the Collateral Agent and the Grantor thereof.





ARTICLE 5

Limitation of Responsibility; Indemnification




SECTION 5.1 Limitation of Responsibility of Securities Intermediary.



The Securities Intermediary shall have no responsibility or liability to the Collateral Agent
for complying with Trade directions from the Grantor, or the Grantor’s authorized representatives,
which are received by the Securities Intermediary before the Securities Intermediary receives a
Notice of Exclusive Control. The Securities Intermediary shall have no responsibility or liability
to the Grantor for (i) complying with any Notice of Exclusive Control or (ii) for complying with
Entitlement Orders concerning the Collateral originated by the Collateral Agent. The Securities
Intermediary shall have no responsibility or liability to the Collateral Agent with respect to the
value of the Collateral. The Securities Intermediary shall have no duty to investigate or make any
determination as to whether an Event of Default exists under any agreement between the Grantor and
the Collateral Agent and shall comply with all notices whether or not it believes that any such
Event of Default exists. This Agreement does not create any obligation or duty of the Securities
Intermediary other than those expressly set forth herein.



SECTION 5.2 Indemnification of Securities Intermediary. The Grantor hereby agrees to
indemnify, defend and hold harmless the Securities Intermediary, its directors, officers, agents
and employees against any and all claims, causes of action, liabilities, lawsuits, demands and
damages, including without limitation, any and all court costs and reasonable attorney’s fees, in
any way related to or arising out of or in connection with this Agreement or any action taken or
not taken pursuant hereto, except to the extent as a result of the Securities Intermediary’s gross
negligence or willful misconduct.



ARTICLE 6

Miscellaneous




SECTION 6.1 Successors and Assigns of Grantor Bound By Agreement. All obligations, covenants,
agreements and duties of the Grantor contained in this Agreement shall bind the permitted
successors and assigns of the Grantor, whether so expressed or not.



SECTION 6.2 Amendments; Assignments.




	 	(a)	 	This Agreement will not be amended, modified, restated, supplemented or
replaced in any manner, except with the written consent of the Grantor, the Securities
Intermediary and the Collateral Agent.






	 	(b)	 	Subject to clause (c) below, this Agreement may not be transferred, assigned,
hypothecated or alienated in any manner whatsoever, except with the prior written
consent of the Grantor, the Securities Intermediary and the Collateral Agent.






	 	(c)	 	The Grantor hereby agrees that, in the event that the Collateral Agent assigns,
transfers or conveys its rights and duties under the Security Agreement to any party
(the “Assignee”), the Collateral Agent shall have the right to assign and transfer this
Agreement and the control created hereby to the Assignee, and the Grantor and the
Securities Intermediary hereby consent to such assignment and transfer.





SECTION 6.3 Governing Law. This Agreement shall be construed and enforced according to the
laws of the State of New York, including, without limitation, Section 5-1401 of the General
Obligations Law of the State of New York, but otherwise without regard to the conflicts of law
provisions thereof. The parties hereto agree that the jurisdiction of the Account is the State of
New York.



SECTION 6.4 Customer Agreement. In the event of a conflict between this Agreement and any
other agreement between the Securities Intermediary and the Grantor, the terms of this Agreement
will prevail. Regardless of any provision in any such agreement relating to the law governing the
Account, the parties hereto agree that the establishment and maintenance of the Account, and all
interests, duties and obligations with respect thereto, shall be governed by the laws of the State
of New York.



SECTION 6.5 Consent to Jurisdiction. 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 Southern District of New York, for purposes of any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. 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 document delivered
pursuant hereto, 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.



SECTION 6.6 Waiver of Jury Trial. Each of the parties to this Agreement irrevocably and
expressly waives any and all right to a trial by jury with respect to any legal proceeding arising
out of or relating to this Agreement or any claims or transactions in connection herewith. Each of
the parties hereto hereby acknowledges that such waiver is made with full understanding and
knowledge of the nature of the rights and benefits waived hereby.



SECTION 6.7 Future Agreement. This Agreement and the Security Agreement embody the entire
agreement and understanding between the parties hereto relating to the subject matter hereof and
supersedes all prior agreements between such parties that relate to the subject matter, unless
otherwise agreed to in writing by all parties.



SECTION 6.8 Limitation on Rights of Others. The provisions of this Agreement are solely for
the benefit of the Grantor, the Securities Intermediary and the Collateral Agent and nothing in
this Agreement, whether express or implied, shall be construed to give to any other person any
legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.



SECTION 6.9 Notices. All communications hereunder shall be in writing (including facsimile)
and shall be personally delivered, mailed or transmitted by facsimile, respectively, to a party at
the address previously furnished in writing to each other party.



SECTION 6.10 Severability. If any provision of, or obligation under, this Agreement, or the
application thereof to any person or under any circumstance, shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions of, and any obligations under, this Agreement, or the application of such provision in
any other jurisdiction shall not in any way be affected or impaired thereby, and each provision of
this Agreement shall be valid and enforceable to the extent permitted by applicable law.



SECTION 6.11 Counterparts. This Agreement and any amendments, modifications, restatements,
supplements and/or replacements hereof, or waivers or consents hereto, may be executed in any
number of counterparts, and by different parties hereto in separate counterparts, each of which,
when so executed and delivered, shall be deemed to be an original and all of which counterparts,
when taken together, shall constitute one and the same instrument. This Agreement shall become
effective upon the execution of a counterpart by each of the parties hereto.



SECTION 6.12 No Waiver. No failure on the part of the parties hereto to exercise, and no
delay in exercising, and no course of dealing with respect to, any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof or
the exercise of any other right, power or privilege operate as such a waiver.



SECTION 6.13 Remedies Cumulative. No right, power or remedy of the parties hereunder shall be
exclusive of any other right, power or remedy, but shall be cumulative and in addition to any other
right, power or remedy thereunder or now or hereafter existing by law or in equity.



ARTICLE 7

Termination of Agreement




SECTION 7.1 Termination of this Agreement. The rights and powers granted herein to the
Collateral Agent have been granted in order to perfect its security interest in the Collateral, are
powers coupled with an interest and will not be affected by the lapse of time or any other matter
or circumstance. The obligations of the Securities Intermediary hereunder shall continue in effect
until the earlier of (i) the date on which the Grantor makes suitable arrangements with the consent
of the Collateral Agent following the resignation of the Securities Intermediary and (ii) the
Collateral Agent, upon termination of the Security Agreement, has notified the Securities
Intermediary in writing that this Agreement is to be terminated.



SECTION 7.2 Evidence of Termination. Upon the termination of this Agreement, each of the
Securities Intermediary and the Collateral Agent will execute and deliver to the Grantor such
documents as the Grantor shall prepare at its own expense and reasonably request to evidence the
termination of this Agreement.



In Witness Whereof, the undersigned have duly caused this Agreement to be executed
and delivered as a deed as of the date first above written.




as Grantor




Gladstone Lending Company, LLC, a Delaware limited
liability company




By: Gladstone Land Limited Partnership, a Delaware
limited partnership, its sole member and manager




By: Gladstone Land Partners, LLC, a Delaware limited




liability company, its General Partner




By: Gladstone Land Corporation, a Maryland
corporation, its Manager




By:

Name:

Title:





as Securities Intermediary




By:

Name:

Title:





as Collateral Agent




By:

Name:

Title:




Exhibit A

Notice of Exclusive Control





?, 20?



[Name and address of



Securities Intermediary]



Ladies and Gentlemen:



Reference is made to that Securities Account Control Agreement, dated as of [ ],
20[ ] among [ ], as Securities Intermediary, [ ], as Grantor, and [
], as the Collateral Agent (the “Control Agreement”). Terms used but not defined herein shall
have the meanings assigned to them in the Control Agreement.



In accordance with Section 3.2 of the Control Agreement, the Collateral Agent hereby provides
notice to the Securities Intermediary of its intent to exercise exclusive control over the Account;
this notice shall serve as a Notice of Exclusive Control under the Control Agreement.




as Collateral Agent




By:

Name:

Title:


•


13650880.8




2