Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Activation Notice" means a written notice substantially in the form of Exhibit A attached hereto, delivered by the Collateral Agent to the Bank, directing the Bank to comply solely with instructions originated by the Collateral Agent with respect to the Deposit Account(s), without further consent of the Depo

Section 1.2 — UCC Terms Terms used but not otherwise defined in this Agreement that are defined in the UCC shall have the respective meanings ascribed to such terms in the UCC, including, without limitation, the terms "deposit account," "proceeds," "control," "good faith," "general intangible," and "value."

Section 1.3 — Other Definitional Provisions (a) All references in this Agreement to "Articles," "Sections," "Schedules," and "Exhibits" shall be deemed to refer to Articles, Sections, Schedules, and Exhibits of or to this Agreement, unless the context shall otherwise require. (b) The words "hereof," "herein," "hereto," and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agree

Section 2.1 — Establishment of Control (a) The Bank hereby agrees that it will comply with instructions originated by the Collateral Agent directing the disposition of the funds in the Deposit Account(s) without further consent of the Depositor, thereby establishing "control" of the Deposit Account(s) in favor of the Collateral Agent within the meaning of Section 9-104(a)(2) of the UCC. The Bank acknowledges and agre

Section 2.2 — Activation Notice (a) Upon receipt by the Bank of an Activation Notice from the Collateral Agent, delivered in accordance with Section 9.1 hereof: (i) the Bank shall comply solely with instructions originated by the Collateral Agent with respect to the Deposit Account(s) identified in such Activation Notice (or, if the Activation Notice does not identify specific Deposit Accounts, with respect to all De

Section 2.3 — Depositor's Rights Prior to Activation (a) Until such time as the Bank receives an Activation Notice in accordance with Section 2.2 hereof, the Depositor shall be entitled to exercise all of its rights with respect to the Deposit Account(s), including, without limitation, the right to make deposits to and withdrawals from the Deposit Account(s), to direct transfers of funds from the Deposit Account(s) t

ARTICLE III — DEPOSIT ACCOUNT INFORMATION

Section 3.1 — Account Identification (a) The Deposit Account(s) subject to this Agreement are identified and described on Schedule I attached hereto and incorporated herein by reference. Schedule I sets forth, with respect to each such Deposit Account, the account name, account number, account type, bank branch or location at which the account is maintained, the Depositor entity name, and the Depositor's employer ide

Section 3.2 — Statements and Notices (a) The Bank shall send copies of all periodic account statements (including monthly statements, and, if available, daily balance reports) for each Deposit Account to both the Depositor and the Collateral Agent. Such statements shall be sent to the following addresses, or to such other addresses as the applicable Party may designate in writing from time to time in accordance with

Section 3.3 — Balance Inquiries The Bank shall respond to the Collateral Agent's reasonable inquiries regarding the current balance(s) in the Deposit Account(s) and the status of any pending transactions with respect thereto within two (2) business days of the Bank's receipt of such inquiry. Such inquiries may be made by the Collateral Agent via telephone, email, or in writing, and the Bank shall respond in such mann

ARTICLE IV — PRIORITY; SUBORDINATION OF BANK'S LIENS

Section 4.1 — Priority of Collateral Agent's Security Interest (a) The Bank hereby acknowledges and agrees that the Collateral Agent has a first-priority security interest in each Deposit Account and all funds, cash, instruments, and other items on deposit therein or credited thereto, and all proceeds thereof, which security interest has been perfected by control pursuant to this Agreement and the UCC. The Bank agree

Section 4.2 — No Other Liens (a) The Bank represents and warrants to the Collateral Agent that, as of the date hereof, the Bank has not entered into any agreement with any person or entity (other than the Depositor and the Collateral Agent) purporting to grant such person or entity control (within the meaning of UCC Section 9-104) or any Lien over any Deposit Account listed on Schedule I hereto. The Bank further repr

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Bank Representations The Bank hereby represents and warrants to the Collateral Agent and the Depositor as of the date hereof as follows: (a) Organization and Authority. The Bank is a [national banking association] [or state-chartered bank, as applicable] duly organized, validly existing, and in good standing under the laws of the United States of America [or the applicable state of organization]. The Ba

Section 5.2 — Depositor Representations The Depositor hereby represents and warrants to the Collateral Agent and the Bank as of the date hereof as follows: (a) Ownership. The Depositor is the sole and exclusive owner of each Deposit Account listed on Schedule I hereto and has full right, title, and interest in and to each such Deposit Account and all funds on deposit therein. The Depositor has not assigned, transferr

Section 6.1 — Maintenance of Deposit Accounts (a) The Depositor shall not close, terminate, or consolidate any Deposit Account listed on Schedule I without the prior written consent of the Collateral Agent. Any purported closure, termination, or consolidation of a Deposit Account without such consent shall be ineffective against the Collateral Agent. (b) The Depositor shall not change the name, title, or account numb

Section 6.2 — No Modification of Account Terms The Bank shall not agree to any amendment, modification, supplement, or waiver of the terms and conditions governing any Deposit Account (including, without limitation, any account agreement, depository agreement, or treasury management agreement between the Bank and the Depositor) that would reasonably be expected to materially and adversely impair the Collateral Agent'

Section 6.3 — Additional Accounts If the Depositor opens any additional deposit account at the Bank after the date hereof, the Depositor shall promptly (and in any event within five (5) business days after the opening of such account) (a) cause such account to be made subject to this Agreement (by execution of an amendment to Schedule I hereto reasonably satisfactory to the Collateral Agent) or to a new deposit accou

Section 6.4 — Compliance with Credit Agreement The Depositor acknowledges and agrees that the Credit Agreement requires, among other things, that deposit account control agreements be executed and delivered with respect to all operating accounts and other deposit accounts of each Loan Party (as defined in the Credit Agreement). The Depositor further acknowledges that the Credit Agreement requires maintenance at all t

Section 7.1 — Indemnification of the Bank (a) The Depositor agrees to indemnify, defend, and hold harmless the Bank and its officers, directors, employees, agents, representatives, successors, and affiliates (each, a "Bank Indemnified Party") from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, liabilities, damages, costs, and expenses of any kind or nature whatsoever (in

Section 7.2 — Bank's Limitation of Liability (a) The Bank shall not be liable to the Depositor, the Collateral Agent, or any other person or entity for any losses, claims, damages, liabilities, costs, or expenses arising from or relating to the Bank's compliance in good faith with instructions received from the Collateral Agent (including, without limitation, any instructions contained in an Activation Notice), wheth

Section 8.1 — Termination by Collateral Agent This Agreement shall terminate upon the earliest to occur of the following: (a) the date on which the Bank receives written notice from the Collateral Agent to the Bank and the Depositor stating that this Agreement is terminated (a "Termination Notice"); (b) the date on which all Deposit Account(s) listed on Schedule I hereto have been closed with the prior written consen

Section 8.2 — Termination by the Bank The Bank may terminate this Agreement upon not less than thirty (30) days' prior written notice to the Collateral Agent and the Depositor; provided, however, that such termination shall not become effective until the earlier of (a) sixty (60) days after delivery of such notice and (b) such time as the Collateral Agent has confirmed in writing to the Bank that the Collateral Agent

Section 8.3 — Survival The indemnification obligations of the Depositor under Article VII of this Agreement, and the limitations on the Bank's liability set forth in Section 7.2 hereof, shall survive the termination of this Agreement and shall continue in full force and effect with respect to any Losses arising out of or relating to events occurring prior to such termination.

Section 9.1 — Notices (a) All notices, requests, demands, consents, waivers, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered personally or by commercial courier service, (ii) on the next business day after deposit with a nationally recognized overnight courier service (with all charges prep

Section 9.2 — Governing Law This Agreement 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 (including the UCC as in effect in the State of Illinois), without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Illinois or any other jurisdiction) that would ca

Section 9.3 — Jurisdiction; Venue; Waiver of Jury Trial (a) Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois and the Circuit Court of Cook County, Illinois, in any action or proceeding arising out of or relating to this Agreement or any transaction cont

Section 9.4 — Amendments This Agreement may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed and delivered by each of the Depositor, the Bank, and the Collateral Agent. No failure or delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power

Section 9.5 — Successors and Assigns (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. The Depositor may not assign its rights or obligations under this Agreement without the prior written consent of the Collateral Agent. The Bank may not assign its rights or obligations under this Agreement without the prior written consent of t

Section 9.6 — Counterparts; Electronic Execution This Agreement 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 of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery o

Section 9.7 — Entire Agreement This Agreement, together with the Credit Agreement, the Security Agreement, and the other Loan Documents, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to the subject matter hereof. There are no representa

Section 9.8 — Conflict with Other Agreements (a) In the event of any conflict or inconsistency between the terms and provisions of this Agreement and any other agreement between the Bank and the Depositor governing any Deposit Account (including, without limitation, any account agreement, depository agreement, treasury management agreement, or similar agreement), the terms and provisions of this Agreement shall contr

Section 9.9 — Severability If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect or impair any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to

Section 9.10 — Headings The headings, captions, and arrangements used in this Agreement are for convenience of reference only and shall not be deemed to limit, amplify, modify, or otherwise affect the meaning or interpretation of any provision of this Agreement. IN WITNESS WHEREOF, the Parties have caused this Deposit Account Control Agreement to be duly executed and delivered by their respective authorized officers

1. General. This form DACA is intended for use with each operating deposit account of each Loan Party (Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc.). Separate executed originals will be required for each combination of Depositor and depository bank. As of the current date, we anticipate a minimum of four (4) executed DACAs will be required based on our preliminar

2. Prairie National Bank Coordination. If the depository bank is Prairie National Bank, N.A., coordination will be required with the payoff and termination of PNB's existing liens and security interests. PNB's existing $55,000,000 revolving credit facility (approximately $38,750,000 outstanding as of September 30, 2022) will be repaid in full at closing. Confirm with PNB counsel (Janet Braddock, SVP, Agricultural Ban

3. Heartland Commerce Bank Dual Capacity. If the depository bank is Heartland Commerce Bank, N.A., confirm with HCB whether it is willing to act in the dual capacity of both depository bank and Collateral Agent under the same DACA. If so, confirm whether HCB's compliance and legal departments require separate internal procedures, including segregation of functions between the bank operations group and the ABL structu

4. Section 4.1 Subordination Cap. Review the dollar cap for Permitted Bank Claims under Section 4.1(b) with Ian Blackwood (Calderwood & Harkness) and Allison Kuo (HCB). Prior transactions in the agricultural lending space have used caps ranging from $10,000 to $50,000 per DACA, depending on account volume and transaction activity. Recommend coordinating with each depository bank to determine typical monthly fee and c

5. Credit Agreement Cross-Reference. Cross-reference to Credit Agreement Section [] (Conditions Precedent) requiring delivery of DACAs for all deposit accounts prior to or on the Closing Date. Also cross-reference to Credit Agreement Section [] (Affirmative Covenants — Deposit Account Requirements) and Section [__] (Cash Dominion / Springing Cash Dominion Trigger). Confirm whether the Credit Agreement contains a spri

6. Bank Jurisdiction. Section 5.1(d) requires identification of the Bank's jurisdiction under UCC Section 9-304. For national banks, the jurisdiction is generally determined by the location designated in the bank's records as the location of the account. Confirm with each depository bank whether the applicable jurisdiction is Illinois or Iowa for each Deposit Account, and complete the bracketed provision accordingly.

7. Prepared by: Daniel Obi, Associate, Calderwood & Harkness LLP. Reviewed by: Sophie Tremblay, Counsel, Calderwood & Harkness LLP. Last Updated: November 4, 2022. Calderwood & Harkness LLP, Matter No. 1020-00001. Account Name | Account Number | Account Type | Bank Branch / Location | Depositor Entity Name | Depositor EIN [____] | [____] | [Operating / Payroll / Collections / Concentration] | [____] | [Greenfield Agr