Contract analysis

Section 1.1 — Defined Terms As used in this Assignment, the following terms shall have the meanings set forth below: "Assignment" means this Assignment of Crop Insurance and Property/Casualty Insurance Proceeds, together with all schedules and exhibits attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time. "Assignors" means, collectively, Greenfield Agricultural

Section 1.2 — Rules of Construction (a) Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. If any capitalized term used herein is not defined herein or in the Credit Agreement, such term shall have the meaning assigned to it under the Uniform Commercial Code as in effect in the State of Illinois (the "UCC"). (b) All references herein

Section 2.1 — Assignment of Insurance Proceeds As security for the prompt and complete payment and performance in full of all Obligations, each Assignor hereby irrevocably assigns, transfers, conveys, and sets over to the Collateral Agent, for the ratable benefit of the Secured Parties, all of such Assignor's right, title, and interest in, to, and under the following (collectively, the "Assigned Interests"): (a) All

Section 2.2 — Scope of Assignment The assignment set forth in Section 2.1 covers all Insurance Policies providing coverage with respect to all real and personal property constituting collateral under the Loan Documents, including, without limitation: (a) Real Property and Improvements. Fourteen (14) grain elevator facilities and three (3) regional distribution centers owned by GGS and GCI, located across the states o

Section 2.3 — Conditional Nature of Assignment (a) Prior to an Event of Default. Prior to the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Assignors shall be entitled to receive Insurance Proceeds to the extent permitted under the Credit Agreement and the other Loan Documents; provided, however, that: (i) Insurance Proceeds relating to casualty losses to collateral in e

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ASSIGNORS Each Assignor hereby represents and warrants to the Collateral Agent as follows, as of the date hereof and as of the Effective Date:

Section 3.1 — Existence and Authorization (a) Such Assignor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation (in the case of GAP and GGS, the State of Iowa; in the case of GCI, the State of Illinois), and has all requisite power and authority, corporate or otherwise, to own, lease, and operate its properties and to carry on its business as presently conducted.

Section 3.2 — Insurance Policies in Effect (a) The Insurance Policies listed on Schedule I are in full force and effect as of the date hereof, and no Insurance Policy has been suspended, revoked, or cancelled. (b) All premiums currently due and payable with respect to the Insurance Policies have been paid in full and in a timely manner. No Assignor is in arrears with respect to the payment of any insurance premium un

Section 3.3 — No Prior Assignment (a) No Assignor has previously assigned, pledged, hypothecated, or otherwise encumbered its right to receive Insurance Proceeds under any Insurance Policy, and no other person has any right, title, or interest in or to such Insurance Proceeds, except for the existing assignment in favor of Prairie National Bank, N.A. ("PNB") under that certain Revolving Credit Agreement, dated as of

Section 3.4 — Compliance with Insurance Requirements The Insurance Policies comply in all material respects with the insurance requirements set forth in the Credit Agreement, including, without limitation, the requirements relating to the types of coverage, coverage amounts and limits, deductibles, carriers, and endorsements. The coverage types, coverage limits, deductible amounts, and required endorsements set forth

Section 3.5 — Insurance Broker Redwood Insurance Group, Inc. serves as the insurance broker for the Assignors with respect to all Insurance Policies. The primary contact at the Insurance Broker is Brian Templeton, Account Executive. The Insurance Broker is authorized by the Assignors to communicate with the Collateral Agent and to provide information regarding the Insurance Policies as reasonably requested by the Col

Section 3.6 — No Default Under Insurance Policies No event has occurred, and no condition exists, that would constitute a default or breach under any Insurance Policy or that would permit any carrier to deny coverage, refuse payment of any claim, void or rescind any Insurance Policy, or raise any defense to the payment of Insurance Proceeds under any Insurance Policy. No Assignor has taken any action or failed to tak

ARTICLE IV — COVENANTS OF THE ASSIGNORS Each Assignor hereby covenants and agrees with the Collateral Agent as follows:

Section 4.1 — Maintenance of Insurance Each Assignor shall maintain the Insurance Policies (or equivalent replacement policies providing substantially the same or better coverage from carriers reasonably satisfactory to the Collateral Agent) in full force and effect at all times during the term of the Credit Agreement and until the Payment in Full of all Obligations and termination of all commitments under the Credit

Section 4.2 — Loss Payee and Additional Insured Endorsements Each Assignor shall cause each Insurance Policy to include the following endorsements, in each case, in form and substance reasonably satisfactory to the Collateral Agent: (a) A standard mortgagee/loss payee clause (or lender's loss payable endorsement, as applicable) naming "Heartland Commerce Bank, National Association, as Collateral Agent for the Secured

Section 4.3 — Notice of Cancellation or Modification Each Assignor shall promptly (and in any event within five (5) Business Days) notify the Collateral Agent in writing of: (a) Any cancellation, termination, lapse, or material modification of any Insurance Policy, or any notice of intent to cancel, terminate, allow to lapse, or materially modify any Insurance Policy; (b) Any notice received from any carrier or the I

Section 4.4 — Payment of Premiums Each Assignor shall pay all insurance premiums and other amounts due under or with respect to each Insurance Policy when due and payable, without deduction, set-off, or counterclaim. No Assignor shall permit any Insurance Policy to lapse or be cancelled for non-payment of premiums. Upon request by the Collateral Agent (which request may be made at any time and from time to time), the

Section 4.5 — No Cancellation or Modification Without Consent No Assignor shall cancel, terminate, surrender, permit the lapse of, or materially modify any Insurance Policy without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld, conditioned, or delayed); provided, however, that the Assignors may renew or replace any Insurance Policy without the prior written consent of

Section 4.6 — Delivery of Policies and Certificates Each Assignor shall deliver (or shall cause the Insurance Broker, Redwood Insurance Group, Inc., to deliver) to the Collateral Agent: (a) On or prior to the Effective Date, certificates of insurance (on Acord 25, Acord 27, Acord 28, or equivalent standard form, as applicable) evidencing all Insurance Policies then in effect, together with copies of all endorsements

Section 4.7 — Cooperation with Collateral Agent Each Assignor shall cooperate fully with the Collateral Agent in connection with the filing of claims under the Insurance Policies, the adjustment and settlement of losses, and the collection of Insurance Proceeds. Without limiting the generality of the foregoing, each Assignor shall (a) promptly provide the Collateral Agent with copies of all correspondence, reports, n

Section 4.8 — Application of Insurance Proceeds Insurance Proceeds received by the Assignors or the Collateral Agent shall be applied in accordance with the terms and provisions of the Credit Agreement and the Security Agreement. Without limiting the foregoing: (a) Prior to the occurrence and during the continuance of an Event of Default, Insurance Proceeds shall be applied as provided in Section 2.3(a) hereof and as

ARTICLE V — RIGHTS OF THE COLLATERAL AGENT

Section 5.1 — Right to Receive Proceeds Upon Event of Default Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Collateral Agent shall have the right (but not the obligation), without the consent of, or notice to, any Assignor (except as may be required by applicable law): (a) To receive all Insurance Proceeds directly from the Primary Carrier, any other carrier, or

Section 5.2 — Right to Maintain Insurance If any Assignor fails to maintain any Insurance Policy as required by the Credit Agreement and this Assignment, or if any Insurance Policy is cancelled, terminated, or permitted to lapse without a replacement policy acceptable to the Collateral Agent having been obtained, the Collateral Agent may (but shall not be obligated to) obtain such insurance or force-placed insurance

Section 5.3 — Notices to Carriers (a) The Collateral Agent shall have the right, at any time and from time to time, to deliver a copy of this Assignment (together with any notice of its interest as loss payee and additional insured) directly to Northstar Mutual Insurance Company, any other applicable carrier, and the Insurance Broker (Redwood Insurance Group, Inc.), and to provide any such carrier or the Insurance Br

Section 5.4 — No Duty on Collateral Agent (a) The Collateral Agent shall have no duty or obligation to verify the existence, adequacy, or sufficiency of any insurance coverage maintained by the Assignors, to review or approve the terms of any Insurance Policy, to maintain or renew any Insurance Policy, to file any claim under any Insurance Policy, or to take any action to preserve or enforce any rights under any Insu

ARTICLE VI — CONSENT AND ACKNOWLEDGMENT OF CARRIER

Section 6.1 — Carrier Acknowledgment (a) In connection with this Assignment, the Assignors shall use their best efforts to cause Northstar Mutual Insurance Company (and any other carrier providing coverage under any Insurance Policy) to execute and deliver a written acknowledgment, in substantially the form attached hereto as Exhibit A (the "Carrier Acknowledgment"), acknowledging: (i) Receipt of a copy of this Assig

Section 6.2 — Broker Acknowledgment (a) In connection with this Assignment, the Assignors shall use their best efforts to cause Redwood Insurance Group, Inc. to execute and deliver a written acknowledgment, in substantially the form attached hereto as Exhibit B (the "Broker Acknowledgment"), acknowledging: (i) Receipt of a copy of this Assignment; (ii) Agreement by the Insurance Broker to forward copies of all insura

Section 7.1 — Termination (a) This Assignment shall remain in full force and effect until the earliest to occur of: (i) the Payment in Full (as defined in the Credit Agreement) of all Obligations; (ii) the termination of all commitments and the permanent reduction to zero of the aggregate commitments under the Credit Agreement; and (iii) the release of all liens and security interests granted under the Loan Documents

Section 8.1 — Governing Law This Assignment and the rights and obligations of the Parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Illinois, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. This governing law provision is consistent with the governi

Section 8.2 — Amendments and Waivers No amendment, modification, supplement, termination, or waiver of any provision of this Assignment, and no consent to any departure by any Assignor from any provision hereof, shall be effective unless the same shall be in writing and signed by the Assignors and the Collateral Agent. Any such amendment, modification, supplement, termination, waiver, or consent shall be effective on

Section 8.3 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Assignment shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, charges prepaid, or

Section 8.4 — Successors and Assigns This Assignment shall be binding upon and shall inure to the benefit of the Assignors, the Collateral Agent, and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Assignor may assign or transfer any of its rights or obligations under this Assignment without the prior written consent of the Collateral Agent. The Collater

Section 8.5 — Severability If any provision of this Assignment is held by any court of competent jurisdiction to be illegal, invalid, or unenforceable under any present or future law, (a) such provision shall be fully severable; (b) this Assignment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Assignment

Section 8.6 — Counterparts This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile, electronic mail (including in ".pdf" or ".tiff" format), or other electronic transmission shall be effective as delive

Section 8.7 — Integration with Loan Documents This Assignment is one of the Loan Documents referred to in the Credit Agreement and is subject in all respects to the terms, conditions, and provisions of the Credit Agreement. Nothing contained in this Assignment shall be construed to limit, modify, or supersede any provision of the Credit Agreement or any other Loan Document, except to the extent expressly set forth he

Section 8.8 — Headings The headings and captions used in this Assignment are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Assignment. [SIGNATURE PAGES FOLLOW] SIGNATURE PAGE TO ASSIGNMENT OF CROP INSURANCE AND PROPERTY/CASUALTY INSURANCE PROCEEDS IN WITNESS WHEREOF, the Parties have caused this Assignment to be duly executed and delivered

1. You have received a copy of the Assignment.

2. You acknowledge the interest of the Collateral Agent as loss payee (with respect to property insurance, crop insurance, business interruption insurance, and equipment coverage policies) and as additional insured (with respect to commercial general liability insurance policies) under each applicable Insurance Policy.

3. You agree, upon receipt of written direction from the Collateral Agent stating that an Event of Default (as defined in the Assignment) has occurred and is continuing under the Credit Agreement (as defined in the Assignment), to make all payments of insurance proceeds under the Insurance Policies directly to the Collateral Agent at the address set forth below (or at such other address as the Collateral Agent may sp

4. You agree to provide at least thirty (30) days' prior written notice to the Collateral Agent (at the address set forth above) before any cancellation, material modification, or non-renewal of any Insurance Policy (or ten (10) days' prior written notice in the case of cancellation for non-payment of premium). Your acknowledgment of the foregoing shall not be deemed to constitute an assumption by your company of any

1. You have received a copy of the Assignment.

2. You agree to forward copies of all insurance certificates, endorsements (including loss payee and additional insured endorsements), renewal notices, and other relevant documentation relating to the Insurance Policies to the Collateral Agent at the address set forth below (or at such other address as the Collateral Agent may specify in writing): Heartland Commerce Bank, National Association 200 South Wacke