Contract analysis

Section 1.01 — Defined Terms As used in this Guaranty, the following terms shall have the meanings set forth below: "Administrative Agent" means Heartland Commerce Bank, National Association, a national banking association, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity. "Borrower" means Greenfield Agricultural Partners LLC, an Iowa limite

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, all references herein to the Credit Agreement shall include all schedules, exhibits, annexes, and amendments thereto, and all documents, instruments, and agreements executed and delivered pursuant thereto or in connection therewith. (b) Unless otherwise specified, all references to Sections, Articles, Exhibits, and Schedules shall be deem

Section 2.01 — Guaranty of the Guaranteed Obligations Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees, jointly and severally with each other Guarantor, to the Administrative Agent, for the ratable benefit of each of the Secured Parties, the prompt and complete payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by mandatory prepayment, o

Section 2.02 — Unconditional Nature of Obligations The obligations of each Guarantor under this Guaranty are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to therein, or any substitution, release, impairment, or exchange of any collateral or securi

Section 2.03 — Continuing Guaranty This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid in full in cash, all letters of credit have been terminated or cash collateralized, and all commitments of the Lenders under the Credit Agreement have been irrevocably terminated. This Guaranty shall not be affected, modified, or impaired by a

Section 2.04 — Obligations Independent The obligations of each Guarantor hereunder are independent of the obligations of the Borrower and of any other Guarantor, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce this Guaranty, regardless of whether any action is brought against the Borrower or any other Guarantor and regardless of whether the Borrower or any other Guarant

Section 2.05 — Reinstatement If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, receivership, reorganization, dissolution, liquidation, or winding up of the Borrower, any Guarantor, or any other Person, or upon or as a result of the appointment of a receiver, intervenor, conservator, trustee, or similar office

Section 2.06 — Demand; No Requirement to Proceed Against Borrower The Administrative Agent shall not be required to make any demand upon, or pursue or exhaust any of its rights or remedies against, the Borrower, any other Guarantor, or any other Person, or to marshal any assets, or to resort to or exhaust any collateral or security held by or available to the Administrative Agent, the Collateral Agent, or any Secured

Section 2.07 — Acceleration If an Event of Default shall have occurred and be continuing and the Guaranteed Obligations, or any portion thereof, shall have been accelerated pursuant to the terms of the Credit Agreement, all Guaranteed Obligations (whether or not otherwise then due and payable) shall, for purposes of this Guaranty, forthwith become due and payable by each Guarantor without demand, presentment, protest

Section 2.08 — Subrogation Notwithstanding any payment or payments made by any Guarantor hereunder, or any set-off or application of funds of any Guarantor by the Administrative Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent, or any Secured Party against the Borrower or any other Guarantor, or against any collateral or

Section 2.09 — Subordination Each Guarantor hereby subordinates, to the fullest extent permitted by applicable law, any and all debts, liabilities, and other obligations owed to such Guarantor by the Borrower or any other Guarantor (each, a "Subordinated Obligation") to the prior indefeasible payment in full in cash of all Guaranteed Obligations. Each Guarantor agrees that, at any time during which a Trigger Period i

Section 2.10 — Limitation on Guarantor Liability Notwithstanding any other provision of this Guaranty to the contrary, the liability of each Guarantor under this Guaranty shall be limited to the maximum amount that can be guaranteed by such Guarantor without rendering this Guaranty, as to such Guarantor, voidable or avoidable under applicable fraudulent transfer or fraudulent conveyance laws, including, without limit

Section 2.11 — Contribution Among Guarantors In the event that any Guarantor (the "Paying Guarantor") makes any payment under this Guaranty in excess of its pro rata share of the Guaranteed Obligations (determined based on the relative net worth of each Guarantor, or such other equitable measure as may be determined by a court of competent jurisdiction in the event of a dispute among the Guarantors), such Paying Guar

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Guarantor hereby represents and warrants to the Administrative Agent and each of the Secured Parties as of the date hereof, and as of each date on which any extension of credit is made under the Credit Agreement, as follows:

Section 3.01 — Organization and Good Standing (a) Holdings is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Secretary of State File No. 7291538 and Employer Identification Number 82-5047391. Holdings has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

Section 3.02 — Power and Authority Each Guarantor has all requisite corporate or limited liability company power and authority (as applicable) to execute, deliver, and perform this Guaranty Agreement and each other Loan Document to which it is a party, and to consummate the transactions contemplated hereby and thereby.

Section 3.03 — Due Authorization; No Conflicts (a) The execution, delivery, and performance by each Guarantor of this Guaranty and each other Loan Document to which such Guarantor is a party have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Guarantor, including all requisite board of directors or managers resolutions, member consents, and stoc

Section 3.04 — Enforceability This Guaranty has been duly executed and delivered by each Guarantor and constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, or other similar laws affecting the

Section 3.05 — No Consents Required No consent, approval, authorization, license, permit, or order of, or registration or filing with, or notice to, any governmental authority, regulatory body, or any other third party is required for the execution, delivery, or performance by any Guarantor of this Guaranty or any other Loan Document to which such Guarantor is a party, or for the consummation of the transactions cont

Section 3.06 — No Litigation No action, suit, investigation, litigation, or proceeding (including any environmental proceeding) is pending or, to the knowledge of any Guarantor, threatened in writing against or affecting any Guarantor before any court, arbitrator, or governmental authority that (a) relates to this Guaranty, the Credit Agreement, or any other Loan Document or the transactions contemplated hereby or th

Section 3.07 — Financial Condition; Solvency (a) Each Guarantor is Solvent (as defined below) and will not be rendered insolvent by the execution and delivery of this Guaranty or by the performance of its obligations hereunder. As used in this Section, "Solvent" means, with respect to any Person on any date of determination, that on such date (i) the fair value of the assets of such Person, on a going concern basis,

Section 3.08 — Benefit Each Guarantor acknowledges and confirms that (a) it has received, and will continue to receive, direct and indirect benefits from the extensions of credit made and to be made to the Borrower under the Credit Agreement and the other Loan Documents, (b) the execution and delivery of this Guaranty is in the best interests of such Guarantor, (c) such Guarantor has had the opportunity to review the

ARTICLE IV — COVENANTS Each Guarantor hereby covenants and agrees with the Administrative Agent and the Secured Parties as follows:

Section 4.01 — Compliance with Credit Agreement Covenants Each Guarantor covenants and agrees to comply fully with all covenants and obligations set forth in the Credit Agreement that are applicable to such Guarantor, including, without limitation, the following: (a) Preservation of Existence. Each Guarantor shall preserve, renew, and maintain in full force and effect its corporate or limited liability company existe

Section 4.02 — Maintenance of Status Each Guarantor shall maintain its legal existence in its jurisdiction of organization and shall remain in good standing under the laws of such jurisdiction. Each Guarantor shall maintain its qualification to do business and good standing in each other jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification

Section 4.03 — Notice of Default Each Guarantor shall promptly, and in any event within five (5) business days after such Guarantor obtains knowledge thereof, notify the Administrative Agent in writing of: (a) the occurrence of any Default or Event of Default under the Credit Agreement, this Guaranty, or any other Loan Document, specifying the nature and extent thereof and the action, if any, that such Guarantor prop

Section 4.04 — Further Assurances Each Guarantor agrees that, at any time and from time to time upon the written request of the Administrative Agent, such Guarantor will promptly and duly execute and deliver, or cause to be executed and delivered, such further documents, instruments, agreements, financing statements, certificates, and assurances and take such further actions as the Administrative Agent may reasonably

Section 4.05 — Information Each Guarantor shall furnish to the Administrative Agent, promptly upon request, such information regarding the business, assets, liabilities, operations, and financial condition of such Guarantor as the Administrative Agent may from time to time reasonably request, including, without limitation, copies of all material contracts, leases, permits, licenses, and governmental approvals, and su

Section 5.01 — Waivers by Guarantors Each Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following: (a) notice of acceptance of this Guaranty by the Administrative Agent or any Secured Party; (b) notice of any loans made, credit extended, collateral received, or any other action taken in reliance on this Guaranty, all of which shall be conclusively presumed to have been made,

Section 5.02 — Election of Remedies The exercise by the Administrative Agent or any Secured Party of any right or remedy available under the Credit Agreement, the Security Agreement, the Mortgages, or any other Loan Document, or otherwise available at law or in equity, including, without limitation, the foreclosure of any mortgage or security interest, the sale or other disposition of any collateral, or the acceptanc

ARTICLE VI — EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default Any Event of Default under and as defined in the Credit Agreement shall constitute an Event of Default under this Guaranty. Without limiting the generality of the foregoing, the Events of Default under the Credit Agreement include, among others, the following: (a) failure to pay any principal, interest, fee, or other amount when due under the Credit Agreement or any other Loan Documen

Section 6.02 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders (as defined in the Credit Agreement) shall, make demand upon any or all Guarantors for the immediate payment of all Guaranteed Obligations then outstanding (including all principal, accrued and unpaid interest, fees, expenses, i

ARTICLE VII — APPLICATION OF PAYMENTS

Section 7.01 — Application All payments received by the Administrative Agent from any Guarantor under or in connection with this Guaranty shall be applied in the order and manner set forth in the payment waterfall provisions of the Credit Agreement, as follows: First, to the payment of all costs, expenses, and indemnification obligations then due and payable to the Administrative Agent and the Collateral Agent under

Section 8.01 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered personally, sent by overnight courier service (with charges prepaid), sent by registered or certified mail (postage prepaid, return receipt requested), or sent by electronic mail (with confirmation of receipt), and shal