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DRAFT — OUTLINE OF BORROWER'S COUNSEL LEGAL OPINION

November 4, 2022

Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601

CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE This memorandum is an internal working document of Calderwood & Harkness LLP. It is not an opinion letter and should not be construed as such. It does not constitute legal advice to any person or entity and may not be relied upon by any party. Distribution is limited to attorneys and staff of Calderwood & Harkness LLP working on the above-referenced matter and to authorized representatives of Greenfield Agricultural Partners LLC and its affiliates.

INTRODUCTORY NOTE

This memorandum outlines the proposed scope, structure, assumptions, qualifications, and exceptions for the legal opinion letter to be delivered by Calderwood & Harkness LLP ("C&H"), as counsel to Greenfield Agricultural Partners LLC (the "Borrower" or "GAP"), at the closing of the $80,000,000 senior secured asset-based revolving credit facility (the "Facility") among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").

The opinion letter would be addressed to the Agent and each Lender, namely: Heartland Commerce Bank, N.A.; Meridian Agricultural Credit Corporation; and Tallgrass Capital Fund II, LP (collectively, the "Lenders," and together with the Agent, the "Addressees"). The opinion will be delivered as a condition precedent to the initial funding under the Credit Agreement, as set forth in the conditions precedent provisions thereof.

The opinion is governed by, and all opinions as to enforceability will be rendered under, the laws of the State of Illinois and, where applicable, the laws of the State of Iowa, the laws of the State of Delaware (limited to the Delaware General Corporation Law and the Delaware Limited Liability Company Act), the federal laws of the United States, and the Uniform Commercial Code as in effect in each relevant jurisdiction. The opinion will be prepared in accordance with customary practice for legal opinions in secured lending transactions and will be consistent in form and substance with the recommendations of the American Bar Association's Legal Opinion Principles (2018) and the TriBar Opinion Committee's reports, as applicable.

This memorandum is organized as follows: Part I identifies the Loan Documents to be covered by the opinion; Part II identifies the Loan Parties (opinion parties); Part III sets forth the proposed scope of each opinion paragraph; Part IV lists the assumptions upon which the opinion will rest; Part V addresses qualifications and exceptions; Part VI inventories the documents to be reviewed; Part VII describes the format and delivery mechanics of the opinion letter; Part VIII catalogs open items and discussion points requiring resolution prior to finalization; and Part IX sets forth the timeline for preparation and delivery of the final opinion.

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I. IDENTIFICATION OF LOAN DOCUMENTS COVERED BY OPINION

The legal opinion letter will address, and opinions will be rendered with respect to, each of the following Loan Documents (collectively, the "Loan Documents"). Each document is identified below together with a brief description of its principal terms and the governing law applicable thereto. The final form of the opinion letter will reference each Loan Document by its full title and date, and will attach thereto a complete schedule listing all covered documents.

1. Credit Agreement. Credit Agreement, dated as of the Closing Date, among Greenfield Agricultural Partners LLC, as Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent (the "Credit Agreement"). The Credit Agreement provides for the $80,000,000 senior secured revolving credit facility on an asset-based lending structure, with borrowing availability determined by reference to a borrowing base consisting of eligible accounts receivable, eligible inventory, and, subject to seasonal adjustments, eligible crop insurance receivables. The Credit Agreement is governed by the laws of the State of Illinois.

2. Security Agreement. Security Agreement, dated as of the Closing Date, among Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. (collectively, the "Grantors"), and Heartland Commerce Bank, N.A., as Collateral Agent (the "Security Agreement"). The Security Agreement grants to the Collateral Agent, for the ratable benefit of the Lenders, a first-priority security interest in substantially all personal property assets of each Grantor, including but not limited to accounts receivable, inventory (including grain, seed, fertilizer, and crop protection products), equipment, deposit accounts, general intangibles (including payment intangibles and contract rights), instruments, chattel paper (whether tangible or electronic), supporting obligations, and all proceeds and products of the foregoing. The Security Agreement is governed by the laws of the State of Illinois.

3. Guaranty Agreement. Guaranty Agreement, dated as of the Closing Date, by Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. (collectively, the "Guarantors"), in favor of Heartland Commerce Bank, N.A., as Administrative Agent, for the benefit of the Lenders (the "Guaranty"). The Guaranty constitutes a joint and several, unconditional, and irrevocable guaranty by each Guarantor of the full and punctual payment and performance of all obligations of the Borrower under the Credit Agreement and the other Loan Documents, including principal, interest, fees, costs, expenses, and indemnification obligations. The Guaranty is governed by the laws of the State of Illinois.

4. Pledge Agreement. Pledge Agreement, dated as of the Closing Date, by Greenfield Agricultural Partners LLC, in favor of Heartland Commerce Bank, N.A., as Collateral Agent (the "Pledge Agreement"). Pursuant to the Pledge Agreement, the Borrower pledges to the Collateral Agent (a) 100% of the membership interests in Greenfield Grain Storage LLC and (b) 100% of the issued and outstanding shares of capital stock of Greenfield Crop Inputs Inc., together with all dividends, distributions, and proceeds with respect thereto. The Pledge Agreement is governed by the laws of the State of Illinois.

5. Mortgages. Each Mortgage, Assignment of Leases and Rents, and Security Agreement (collectively, the "Mortgages"), in the following forms:

(a) Iowa Form Mortgages — covering the Borrower's headquarters located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Polk County, Iowa 50309, and fourteen (14) grain elevator sites located in Polk County and eight (8) additional Iowa counties (the specific counties to be identified on the Real Property Collateral Schedule attached to the Credit Agreement), granting first-priority mortgage liens in favor of the Collateral Agent for the ratable benefit of the Lenders. The Iowa Form Mortgages are governed by the laws of the State of Iowa.

(b) Illinois Form Mortgage — covering the Greenfield Crop Inputs Inc. distribution center located at 780 Commerce Drive, Bloomington, McLean County, Illinois 61701, and such other applicable Illinois properties as may be identified on the Real Property Collateral Schedule, granting a first-priority mortgage lien in favor of the Collateral Agent for the ratable benefit of the Lenders. The Illinois Form Mortgage is governed by the laws of the State of Illinois.

The aggregate appraised value of the real property encumbered by the Mortgages is approximately $64,800,000, based on appraisals obtained in connection with the Facility.

6. Deposit Account Control Agreements. Each Deposit Account Control Agreement (each, a "DACA"), among the applicable Loan Party (as customer), the applicable depository bank (Prairie National Bank, N.A. or Heartland Commerce Bank, N.A.), and Heartland Commerce Bank, N.A., as Collateral Agent. The DACAs are designed to perfect by control the Collateral Agent's security interest in the deposit accounts of the Loan Parties maintained at such depository banks.

7. Assignment of Insurance. Assignment of Insurance, dated as of the Closing Date, by the applicable Loan Parties, assigning to the Collateral Agent the right to receive (a) crop insurance proceeds and (b) property and casualty insurance proceeds under policies issued by Northstar Mutual Insurance Company (policy numbers to be confirmed), as brokered by Redwood Insurance Group, Inc. (the "Assignment of Insurance").

8. Borrowing Base Certificate. Initial Borrowing Base Certificate delivered by an authorized officer of the Borrower at closing, certifying the initial borrowing base calculation and the availability thereunder as of the Closing Date.

9. Officer's Certificate. Officer's Certificate, in the form required by the Credit Agreement, delivered by an authorized officer of the Borrower at closing, certifying as to the accuracy of representations and warranties, the absence of any default or event of default, the absence of any material adverse change, and such other matters as required by the Credit Agreement.

10. Other Ancillary Loan Documents. Any other ancillary Loan Documents required to be delivered at or prior to closing pursuant to the terms of the Credit Agreement, including without limitation any fee letters, solvency certificates, joinder agreements, post-closing letter agreements, or other instruments or documents that may be identified as conditions precedent to the initial advance under the Credit Agreement.

The foregoing list is subject to supplementation and amendment as the transaction documentation is finalized. C&H will confirm the final list of covered Loan Documents in the opinion letter as delivered at closing.

II. IDENTIFICATION OF LOAN PARTIES (OPINION PARTIES)

For each Loan Party identified below, the opinion letter will address matters of organizational status, power and authority, due authorization, execution and delivery, enforceability, no conflicts, and (where applicable) perfection of security interests and mortgage liens. The following sets forth the identifying information for each Loan Party, which information has been verified against publicly available records and organizational documents provided to C&H by the Borrower's management team.

A. Greenfield Agricultural Partners LLC (Borrower)

Greenfield Agricultural Partners LLC ("GAP") is the operating entity through which the Greenfield enterprise conducts its principal agricultural operations, including row crop farming, grain merchandising, storage, and logistics across approximately 82,000 managed acres in Iowa, Illinois, and Indiana. GAP is a single-member limited liability company, with Greenfield Holdings Corp. as its sole member. GAP is qualified to transact business and is in good standing in the States of Iowa, Illinois, and Indiana.

B. Greenfield Holdings Corp. (Parent Guarantor)

Greenfield Holdings Corp. ("Holdings") is the parent holding company of the Greenfield enterprise. Holdings does not conduct material operations directly but serves as the sole member of GAP and as the ultimate parent entity. Holdings is a Delaware corporation qualified to do business in the State of Iowa. Holdings' principal asset is its 100% membership interest in GAP.

C. Greenfield Grain Storage LLC (Subsidiary Guarantor and Grantor)

Greenfield Grain Storage LLC ("GGS") owns and operates grain storage and elevator facilities across Iowa. GGS holds title to certain of the grain elevator sites that will be encumbered by the Iowa Form Mortgages.

D. Greenfield Crop Inputs Inc. (Subsidiary Guarantor and Grantor)

Greenfield Crop Inputs Inc. ("GCI") is engaged in the procurement, distribution, and sale of crop inputs, including seed, fertilizer, and crop protection products, operating primarily from its distribution center in Bloomington, McLean County, Illinois. GCI holds title to the Bloomington distribution center property, which will be encumbered by the Illinois Form Mortgage.

III. OPINION PARAGRAPHS — PROPOSED SCOPE

This Part III sets forth the proposed substance and scope of each opinion paragraph to be included in the legal opinion letter. Each opinion paragraph is discussed in detail below, together with notes regarding the basis, scope limitations, and open issues associated with each opinion. The opinion paragraphs will be organized in the final opinion letter in the order set forth herein.

Opinion 1: Due Organization and Good Standing

The opinion letter will contain an opinion that each Loan Party is duly organized or incorporated, validly existing, and in good standing under the laws of its jurisdiction of formation, and is qualified to do business and in good standing in each other jurisdiction where the nature of its business, the character of its properties, or the transactions contemplated by the Loan Documents require such qualification. Specifically:

Greenfield Agricultural Partners LLC. GAP is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Iowa. GAP is duly qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including the States of Illinois and Indiana. GAP has the limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

Greenfield Holdings Corp. Holdings is duly incorporated, validly existing, and in good standing as a corporation under the laws of the State of Delaware. Holdings is duly qualified to do business and is in good standing as a foreign corporation in the State of Iowa. Holdings has the corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

Greenfield Grain Storage LLC. GGS is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Iowa. GGS has the limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. To the extent GGS's operations or properties require qualification in any other jurisdiction, such qualification will be confirmed in the final opinion.

Greenfield Crop Inputs Inc. GCI is duly incorporated, validly existing, and in good standing as a corporation under the laws of the State of Illinois. GCI has the corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

Note regarding good standing certificates: The due organization and good standing opinions will be delivered in reliance on certificates of good standing (or equivalent certificates of existence and good standing) to be obtained from the Iowa Secretary of State, the Delaware Secretary of State, and the Illinois Secretary of State, each dated within five (5) to ten (10) business days prior to the Closing Date (the final period to be agreed upon with lender's counsel). The opinion letter will note that such opinions are given in reliance on such certificates as of the respective dates thereof and that C&H has made no independent investigation of the continued good standing of any Loan Party after the date of such certificates.

Opinion 2: Due Authorization and Execution

The opinion letter will contain an opinion that each Loan Party has all requisite limited liability company or corporate power and authority to execute, deliver, and perform its obligations under each Loan Document to which it is a party, and that the execution, delivery, and performance of the Loan Documents have been duly authorized by all necessary action on the part of each Loan Party.

Specifically, the opinion letter will address the following:

Power and Authority. Each Loan Party has all requisite limited liability company power and authority (in the case of GAP, GGS) or corporate power and authority (in the case of Holdings, GCI) to:

(a) execute, deliver, and perform its obligations under each Loan Document to which it is a party;

(b) own, hold, and grant security interests in and mortgage liens on the collateral described in the Security Agreement, the Pledge Agreement, and the Mortgages to which it is a party; and

Due Authorization. The execution, delivery, and performance of each Loan Document to which a Loan Party is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company or corporate action on the part of such Loan Party. In forming this opinion, C&H will review:

(a) With respect to Holdings and GCI, resolutions of the board of directors of each such entity authorizing the execution, delivery, and performance of the applicable Loan Documents, including the Guaranty, and the granting of the security interests and mortgage liens contemplated thereby;

(b) With respect to GAP, resolutions or written consents of the sole member and/or manager(s) of GAP authorizing the execution, delivery, and performance of the Credit Agreement, the Security Agreement, the Pledge Agreement, the Mortgages, and the other Loan Documents to which GAP is a party;

(c) With respect to GGS, resolutions or written consents of the sole member and/or manager(s) of GGS authorizing the execution, delivery, and performance of the Guaranty, the Security Agreement, the Mortgages, and the other Loan Documents to which GGS is a party; and

(d) Secretary's certificates, manager's certificates, and incumbency certificates for each Loan Party, certifying as to the incumbency and specimen signatures of the officers, managers, or authorized signatories executing the Loan Documents on behalf of each such entity.

Due Execution and Delivery. Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This opinion will be based on C&H's review of executed counterparts of each Loan Document, incumbency certificates, and the secretary's or manager's certificates referenced above.

Note: C&H will also confirm that no approval or consent of any member, shareholder, or equity holder of any Loan Party is required in connection with the execution, delivery, and performance of the Loan Documents that has not been obtained, based on review of the operating agreements (for the limited liability company entities) and the certificates of incorporation and bylaws (for the corporate entities), as well as the authorizing resolutions.

Opinion 3: Enforceability

The opinion letter will contain an opinion that each Loan Document to which a Loan Party is a party constitutes the legal, valid, and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms. This enforceability opinion is central to the opinion letter and will be subject to the standard enforceability qualifications described in Part V below.

The enforceability opinion will read substantially as follows:

"Each Loan Document to which a Loan Party is a party constitutes the legal, valid, and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws of general applicability relating to or affecting creditors' rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing."

The enforceability opinion will be rendered with respect to the following governing law provisions:

• Credit Agreement, Security Agreement, Guaranty Agreement, and Pledge Agreement: Governed by the laws of the State of Illinois.

• Iowa Mortgages: Governed by the laws of the State of Iowa.

• Illinois Mortgage: Governed by the laws of the State of Illinois.

Note regarding DACAs: The enforceability opinion with respect to the Deposit Account Control Agreements may be subject to additional limitations depending on the form of each DACA and whether the applicable depository bank (Prairie National Bank, N.A. or Heartland Commerce Bank, N.A.) has agreed to the form of DACA without material qualification. In the event that any DACA contains non-standard terms or is executed by a depository bank that has inserted material modifications, C&H may need to qualify or limit its enforceability opinion with respect to such DACA. This will be assessed once final forms of the DACAs are available for review.

Opinion 4: No Conflicts

The opinion letter will contain an opinion that the execution, delivery, and performance by each Loan Party of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) Organizational Document Conflicts. Violate, contravene, or conflict with any provision of the organizational documents (operating agreement, certificate of formation, certificate of organization, articles or certificate of incorporation, or bylaws, as applicable) of such Loan Party. This sub-opinion will be based on C&H's review of the current, fully amended and restated organizational documents of each Loan Party.

(b) Applicable Law Conflicts. Violate any provision of any applicable law, statute, rule, or regulation of the State of Illinois, the State of Iowa, or the State of Delaware (to the extent of the Delaware General Corporation Law and the Delaware Limited Liability Company Act as applicable to Holdings and GCI's Delaware formation), or any applicable federal law of the United States. This sub-opinion will not extend to the laws of any other jurisdiction (including, without limitation, the State of Indiana) or to the subject matter carve-outs set forth in Part V.D below (including, without limitation, insurance law, tax law, environmental law, ERISA, agricultural regulatory law, and antitrust law).

(c) Contractual Conflicts. Result in a breach of, or constitute a default under, or result in the creation or imposition of any lien (other than liens created in favor of the Collateral Agent pursuant to the Loan Documents) upon any property of such Loan Party under, any material agreement or instrument to which such Loan Party is a party or by which its properties are bound.

Important Note regarding sub-opinion (c): This sub-opinion will be limited in scope to agreements and instruments specifically listed on a schedule to be attached to the opinion letter or identified in a certificate of the Borrower delivered to C&H in connection with the opinion. C&H will not undertake an independent investigation or review of all contracts, agreements, or instruments to which any Loan Party is a party. The Borrower's officer's certificate will identify all material agreements and instruments (including, without limitation, any existing credit agreements, indentures, leases, supply agreements, commodity contracts, and joint venture agreements) that could give rise to a conflict or breach in connection with the transactions contemplated by the Loan Documents. C&H will review the identified agreements and instruments and opine solely on the basis of such review.

(d) Judicial Order Conflicts. Result in a violation of any order, judgment, writ, injunction, or decree of any court or governmental authority known to C&H to be binding on such Loan Party. This sub-opinion will be based on C&H's reliance on the officer's certificate of the Borrower and on litigation and judgment search reports obtained from reputable search firms. C&H will not conduct independent court searches or docket reviews.

Opinion 5: Perfection of Security Interests

This is a critical opinion section given the asset-based lending nature of the Facility and the breadth of the collateral package. The perfection opinion will be structured to address each category of collateral and the applicable method of perfection separately, as follows:

A. UCC Security Interests (Personal Property Collateral). The opinion letter will contain an opinion that, upon the filing of UCC-1 financing statements in the offices identified below, the Collateral Agent will have a perfected security interest in all personal property collateral described in the Security Agreement in which a security interest may be perfected by the filing of a financing statement under Article 9 of the Uniform Commercial Code as in effect in the applicable jurisdiction:

(i) Iowa Secretary of State — for Greenfield Agricultural Partners LLC (an Iowa limited liability company, for which the Iowa Secretary of State is the proper filing office under UCC § 9-301(1), as the debtor's jurisdiction of organization) and Greenfield Grain Storage LLC (an Iowa limited liability company, similarly situated);

(ii) Illinois Secretary of State — for Greenfield Crop Inputs Inc. (an Illinois corporation, for which the Illinois Secretary of State is the proper filing office under UCC § 9-301(1)); and

(iii) Delaware Secretary of State — for Greenfield Holdings Corp. (a Delaware corporation), to the extent Holdings has granted a security interest in any personal property, including without limitation the pledged equity interests in GAP (to the extent perfection of a security interest therein is achievable by filing).

Note: The opinion will cover attachment and perfection by filing only. The opinion will not cover the priority of any security interest (as discussed in Part V.B below and in Part VIII regarding the open discussion point with lender's counsel). The opinion will expressly note that perfection of security interests in certain categories of collateral requires methods of perfection other than the filing of a UCC financing statement, including without limitation:

• Deposit accounts: Perfection by control under UCC § 9-104 and § 9-314 (addressed in sub-section B below);

• Letter-of-credit rights: Perfection by control under UCC § 9-107;

• Electronic chattel paper: Perfection by control under UCC § 9-105;

• Investment property consisting of certificated securities: Perfection by delivery and/or control under UCC § 8-301 and § 9-314 (addressed in sub-section C below);

• Motor vehicles and other titled goods: Perfection by notation on the certificate of title under applicable state motor vehicle titling statutes; and

• intellectual property registered with federal authorities: Perfection may require additional filings with the United States Patent and Trademark Office or the United States Copyright Office, as applicable.

Note regarding existing UCC filings: UCC search reports obtained for each Loan Party have identified existing UCC-1 financing statements filed by Prairie National Bank, N.A. against GAP and GGS, recorded with the Iowa Secretary of State as Filing Nos. 2018-0041729 and 2018-0041730, both filed on April 2, 2018, in connection with the existing $55,000,000 revolving credit facility being refinanced. These filings must be terminated upon payoff of the existing facility at or prior to closing. The opinion on perfection (and, to the extent applicable, any discussion of lien status) will be conditioned upon C&H's receipt and verification of UCC-3 termination statements filed by Prairie National Bank, N.A. terminating both Filing Nos. 2018-0041729 and 2018-0041730 in full.

B. Deposit Account Control. The opinion letter will contain an opinion that, upon the execution and delivery of each Deposit Account Control Agreement by the applicable Loan Party (as customer), the applicable depository bank, and the Collateral Agent, the Collateral Agent will have a perfected security interest by control in the deposit accounts identified in each such DACA, pursuant to UCC § 9-104 (defining control of deposit accounts) and UCC § 9-314 (perfection by control).

This opinion will be limited to DACAs in forms reviewed and approved by C&H. The opinion will assume that each depository bank is a "bank" within the meaning of UCC § 9-102(a)(8) and that the arrangements described in each DACA satisfy the requirements for "control" under UCC § 9-104. The opinion will not address the enforceability of any particular provision of a DACA as between the Loan Party and the depository bank (other than to the extent included in the general enforceability opinion described in Opinion 3 above).

C. Pledge of Equity Interests. The opinion letter will contain an opinion that, upon delivery to the Collateral Agent of the following items, the Collateral Agent will have a perfected security interest in the pledged equity interests:

(i) With respect to Greenfield Crop Inputs Inc.: delivery of certificates representing 100% of the issued and outstanding shares of capital stock of GCI, together with duly executed stock transfer powers in blank, such delivery constituting "delivery" of a "certificated security" within the meaning of UCC § 8-301(a) and perfection by control or delivery under UCC § 9-313 and § 9-314; and

(ii) With respect to Greenfield Grain Storage LLC: to the extent the membership interests in GGS are represented by certificates (i.e., constitute "certificated securities" within the meaning of UCC § 8-102(a)(4) and are treated as "securities" under the operating agreement of GGS pursuant to UCC § 8-103(c)), delivery of such certificates together with duly executed transfer powers in blank will perfect the Collateral Agent's security interest by delivery or control.

Note: If the membership interests in GGS are uncertificated and are not treated as "securities" under the operating agreement of GGS, then such interests will constitute "general intangibles" under UCC Article 9, and perfection of the Collateral Agent's security interest therein will be achieved by the filing of a UCC-1 financing statement with the Iowa Secretary of State (as described in sub-section A above). Alternatively, if such interests are uncertificated securities under UCC Article 8, perfection may be achieved by a control agreement under UCC § 8-106. C&H will review the GGS operating agreement to determine the proper characterization of the membership interests and the applicable method of perfection.

D. Real Property Mortgages. The opinion letter will contain an opinion that, upon the recording of the Mortgages in the applicable county recording offices, the Mortgages will create valid mortgage liens on the real property described therein in favor of the Collateral Agent, for the ratable benefit of the Lenders. The specific recording offices are as follows:

Iowa: The Iowa Form Mortgages will be recorded with the county recorder of Polk County, Iowa (covering the GAP headquarters), and with the county recorders of eight (8) additional Iowa counties where grain elevator sites are located. The specific Iowa counties (fourteen elevator sites in total across nine Iowa counties) will be listed in the final opinion based on the Real Property Collateral Schedule to be attached to the Credit Agreement. The identity and legal descriptions of each mortgaged property must be finalized prior to preparation of the draft opinion letter.

Illinois: The Illinois Form Mortgage will be recorded with the recorder of deeds of McLean County, Illinois (covering the GCI distribution center located at 780 Commerce Drive, Bloomington, McLean County, Illinois 61701), and with the recorder of deeds of any additional Illinois county in which mortgaged real property is located, as identified on the Real Property Collateral Schedule.

Note: The opinion will be limited to due execution, delivery, and recordability of the Mortgages. The opinion will not address title to any real property, the status of title, the existence or absence of easements, encumbrances, encroachments, liens, or title defects, or the priority of any mortgage lien created by the Mortgages. Reliance with respect to such matters will be placed on title insurance commitments and/or title insurance policies to be issued by the title company selected by the Agent. The distinction between the legal opinion and title insurance coverage will be clearly stated in the opinion letter.

E. Insurance Assignments. The opinion letter will contain an opinion that the Assignment of Insurance, upon execution and delivery by the applicable Loan Parties and acknowledgment by the applicable insurer, Northstar Mutual Insurance Company, will be effective to assign to the Collateral Agent the right to receive insurance proceeds as described therein, including (a) crop insurance proceeds under applicable federal and private crop insurance programs and (b) property and casualty insurance proceeds under policies issued by Northstar Mutual Insurance Company and brokered by Redwood Insurance Group, Inc.

Note: The effectiveness of the Assignment of Insurance is subject to the terms and conditions of the applicable insurance policies, including any anti-assignment provisions contained therein, and to applicable insurance regulatory law. C&H's opinion on the effectiveness of the Assignment of Insurance will be qualified accordingly and will note that C&H is not rendering any opinion as to matters of insurance law or insurance regulatory law. C&H will assume, for purposes of its opinion, that the applicable insurance policies permit assignment of proceeds (or that any required consent of the insurer has been obtained) and that all premium payments are current.

Opinion 6: No Governmental Approvals or Consents Required

The opinion letter will contain an opinion that no consent, approval, authorization, or order of, and no filing, registration, or qualification with, any governmental authority or regulatory body under the laws of the State of Illinois, the State of Iowa, the State of Delaware (to the extent of the DGCL and the DLLC Act), or the federal laws of the United States is required for:

(a) the execution, delivery, and performance by any Loan Party of the Loan Documents to which it is a party;

(b) the grant of the security interests and mortgage liens contemplated by the Security Agreement, the Pledge Agreement, and the Mortgages; or

other than the following:

(i) the filing of UCC-1 financing statements with the Iowa Secretary of State, the Illinois Secretary of State, and the Delaware Secretary of State, as applicable;

(ii) the recording of the Mortgages with the county recorders of the applicable Iowa counties and with the recorder of deeds of McLean County, Illinois;

(iii) such filings and recordings as have been made or will be made at or prior to the Closing Date; and

(iv) such consents, approvals, authorizations, orders, filings, registrations, or qualifications as may be required under state securities or "blue sky" laws, as to which no opinion is expressed.

This opinion will be based on C&H's review of applicable filing and registration requirements and on the assumption that no Loan Party is subject to any specialized regulatory regime (other than the general agricultural regulatory framework) that would impose additional governmental approval requirements. The opinion will not extend to any consent or approval that may be required under USDA regulations, state agricultural commodity regulations, environmental permitting requirements, ERISA, or other specialized regulatory regimes, as set forth in the qualifications in Part V.D below.

IV. ASSUMPTIONS

The legal opinion letter will be based on the following standard assumptions. These assumptions are customary in legal opinions delivered in secured lending transactions and will be set forth in the opinion letter:

1. Authenticity of Documents. All documents submitted to C&H as originals are authentic, complete, and accurate. All documents submitted to C&H as copies conform to the originals thereof, and such originals are authentic, complete, and accurate. All documents reviewed by C&H have been properly and accurately reproduced, and no material alteration or modification has been made to any document after its execution and delivery.

2. Signatures. All signatures on documents reviewed by C&H are genuine. All natural persons executing any document reviewed by C&H had, at the time of execution, full legal capacity to do so.

3. Authority of Other Parties. Each party to the Loan Documents (other than the Loan Parties, as to whom C&H's opinion is being rendered) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, has the requisite power and authority to execute, deliver, and perform its obligations under the Loan Documents, has duly authorized the execution, delivery, and performance of the Loan Documents by all necessary corporate, partnership, limited liability company, or other organizational action, has duly executed and delivered the Loan Documents, and the Loan Documents are legal, valid, binding, and enforceable obligations of each such party in accordance with their respective terms. Without limiting the generality of the foregoing, this assumption applies to Heartland Commerce Bank, N.A. (in its capacity as Administrative Agent, Collateral Agent, and Lender), Meridian Agricultural Credit Corporation (as a Lender), and Tallgrass Capital Fund II, LP (as a Lender).

4. Factual Matters. All factual representations and warranties made by the Loan Parties in the Loan Documents, in the officers' certificates, secretary's certificates, manager's certificates, incumbency certificates, borrowing base certificates, and other documents and certificates delivered in connection with the Loan Documents, are true, correct, and complete in all material respects as of the dates made. C&H has not undertaken any independent investigation or verification of such factual matters.

5. No Undisclosed Facts. There are no agreements, understandings, side letters, oral modifications, or negotiations among the parties (or any of them) that would modify, supplement, or supersede the terms of the Loan Documents or the transactions contemplated thereby, except as reflected in the Loan Documents themselves.

6. Choice of Law. The parties' choice of Illinois law to govern the Credit Agreement, the Security Agreement, the Guaranty, and the Pledge Agreement is valid, effective, and will be honored and given effect by the courts of the State of Illinois, the State of Iowa, and any other jurisdiction in which enforcement of the Loan Documents may be sought, in each case without regard to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. The choice of Iowa law to govern the Iowa Mortgages and the choice of Illinois law to govern the Illinois Mortgage will similarly be honored and given effect.

7. Value and Good Faith. The Agent and each Lender are acquiring their respective interests in the Loan Documents, and the security interests and mortgage liens granted thereunder, for value and in good faith, within the meaning of applicable provisions of the Uniform Commercial Code (including, without limitation, UCC §§ 1-201(b)(9), 1-201(b)(20), and 9-331), and without notice of any adverse claims or defenses.

8. Proper Filing and Recording. All UCC-1 financing statements to be filed in connection with the Loan Documents are in proper form for filing and will be accepted for filing by the applicable filing offices. All Mortgages and other documents to be recorded in connection with the Loan Documents are in proper form for recording and will be accepted for recording by the applicable county recording offices. All filing and recording fees will be duly paid.

9. Description of Collateral. The descriptions of collateral in the Security Agreement, the Pledge Agreement, the Mortgages, and the UCC-1 financing statements reasonably identify the collateral within the meaning of UCC § 9-108 and satisfy the requirements of applicable law for the creation and perfection of security interests and mortgage liens in the property described therein.

10. Federal Insured Depository Institution. Heartland Commerce Bank, N.A. is a national banking association duly organized and validly existing under the laws of the United States, with the power and authority to act as Administrative Agent and Collateral Agent under the Loan Documents, and is a "bank" within the meaning of UCC § 9-102(a)(8). Heartland Commerce Bank, N.A. is a federally insured depository institution within the meaning of applicable federal law.

The foregoing assumptions are not intended to be exhaustive. C&H reserves the right to include additional customary assumptions in the final opinion letter as may be appropriate based on the final transaction documentation and the circumstances existing as of the Closing Date.

V. QUALIFICATIONS AND EXCEPTIONS

The legal opinion letter will be subject to the following qualifications, exceptions, and limitations. These are customary in legal opinions of this nature and reflect both the inherent limitations of legal opinions and the specific characteristics of the Facility and the collateral package.

A. Standard Enforceability Qualifications

The enforceability opinion set forth in Opinion 3 above will be subject to the following standard qualifications:

(a) Bankruptcy and Insolvency Laws. The enforceability of the Loan Documents may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability from time to time in effect relating to or affecting the enforcement of creditors' rights generally, including without limitation the United States Bankruptcy Code (Title 11, United States Code) and state law equivalents.

(b) General Principles of Equity. The enforceability of the Loan Documents may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including without limitation principles relating to materiality, reasonableness, good faith and fair dealing, unconscionability, impracticability, and the discretion of courts to deny specific performance or other equitable remedies.

(c) Indemnification and Contribution. Provisions of the Loan Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or considerations of public policy, including without limitation (i) provisions that purport to indemnify a party against liability arising from its own negligence or willful misconduct, (ii) provisions that purport to exculpate a party from liability for its own negligence or breach of fiduciary duty, and (iii) provisions that may be deemed to provide for a penalty or forfeiture rather than for reasonable compensation or reimbursement.

(d) Waivers. Provisions of the Loan Documents relating to waivers of rights or defenses, including without limitation waivers of notice, waivers of defenses based on suretyship or guaranty principles, waivers of statutes of limitations, and waivers of constitutional or statutory rights, may be limited to the extent that such waivers are found by a court of competent jurisdiction to be unenforceable as against public policy or as unconscionable under applicable law.

B. UCC and Perfection Qualifications

The perfection opinions set forth in Opinion 5 above will be subject to the following qualifications:

(a) No Priority Opinion. No opinion is expressed as to the priority of any security interest or mortgage lien created by the Loan Documents. The priority of such security interests and mortgage liens is subject to applicable law, including without limitation (i) the existence of prior-filed or prior-perfected security interests, (ii) purchase money security interests under UCC § 9-324, (iii) statutory liens (including, without limitation, agricultural liens under UCC § 9-102(a)(5), mechanic's and materialmen's liens, warehousemen's liens, carrier's liens, and federal and state tax liens), (iv) the rights of buyers in the ordinary course of business under UCC § 9-320, and (v) other rights of third parties that may have priority under applicable provisions of the UCC or other law.

(b) Certain Collateral Categories. Perfection of security interests in certain types of collateral may require methods of perfection not addressed in this opinion or may be governed by applicable law other than the UCC, including without limitation (i) motor vehicles and other goods subject to a certificate-of-title statute (perfection by notation on the certificate of title under the applicable state motor vehicle titling statute), (ii) intellectual property registered with federal authorities (including patents, trademarks, and copyrights registered with the United States Patent and Trademark Office or the United States Copyright Office), (iii) commercial tort claims not yet in existence as of the Closing Date (which cannot be described in a financing statement until they arise), and (iv) as-extracted collateral subject to special UCC filing requirements. The opinion does not address perfection of security interests in any of the foregoing categories of collateral.

(c) Continuation Statements. The continuation of perfection of UCC financing statements requires the timely filing of continuation statements within the period prescribed by UCC § 9-515 (i.e., within six months prior to the expiration of the five-year effectiveness period of the initial financing statement). Failure to file a timely continuation statement will result in the lapse of the financing statement and the loss of perfection.

(d) Post-Closing Changes. The opinion on perfection does not address the effect of post-closing changes in the name, identity, jurisdiction of organization, or organizational structure of any Loan Party that may require amendment of UCC financing statements under UCC § 9-507 or the filing of new financing statements within four months of such change under UCC § 9-507(c), or the effect of any change of the Loan Party's location (as defined in UCC § 9-307) that may affect the applicable filing office.

(e) After-Acquired Property. The attachment and perfection of security interests in after-acquired collateral is subject to UCC § 9-204 and, in the event of a bankruptcy proceeding, to the limitations imposed by Section 552 of the United States Bankruptcy Code (11 U.S.C. § 552), which generally limits the extent to which a security interest in after-acquired property is effective in bankruptcy to certain categories of collateral (including proceeds, products, offspring, rents, and profits of existing collateral).

C. Real Property Qualifications

The opinions regarding the Mortgages set forth in Opinion 5.D above will be subject to the following qualifications:

(a) No Title Opinion. No opinion is expressed regarding the title of any Loan Party to any real property, the status of title to any real property, the existence or absence of easements, encumbrances, encroachments, restrictions, liens, or defects affecting any real property, or the accuracy or completeness of any legal description of real property contained in any Mortgage. Reliance with respect to such matters is to be placed exclusively on the title insurance commitments and/or title insurance policies issued by the title company engaged by the Agent in connection with the Facility.

(b) No Priority Opinion. No opinion is expressed regarding the priority of any mortgage lien created by the Mortgages, including the priority of such mortgage liens relative to any prior-recorded deed of trust, mortgage, lien, encumbrance, easement, restriction, or other interest in the mortgaged real property.

(c) Environmental Laws. Environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and applicable state environmental statutes, may affect the enforceability of certain remedies relating to real property collateral, including the ability of a secured creditor to foreclose on contaminated real property or to realize the full value of such property.

(d) Foreclosure Procedures and Statutory Redemption. Iowa and Illinois mortgage foreclosure procedures, including statutory rights of redemption, anti-deficiency protections (to the extent applicable), and other procedural requirements, may affect the exercise of remedies by the Collateral Agent with respect to the mortgaged real property. In Iowa, the statutory redemption period following a foreclosure sale is generally one year (subject to reduction or elimination in certain circumstances under Iowa Code Chapter 628). In Illinois, the mortgagor's right of redemption generally expires at the later of seven months after service of summons or three months after entry of judgment (735 ILCS 5/15-1603). These statutory protections cannot be waived by the Loan Parties in the Mortgages.

D. Other Qualifications

(a) Jurisdictional Limitation. The opinion is limited to the laws of the State of Illinois, the laws of the State of Iowa, the laws of the State of Delaware (limited to the Delaware General Corporation Law, Title 8 of the Delaware Code, and the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code), and the federal laws of the United States, in each case as in effect on the date of the opinion. No opinion is expressed as to the laws of any other jurisdiction, including without limitation the State of Indiana (where GAP conducts farming operations on approximately 82,000 managed acres across Iowa, Illinois, and Indiana) or any other state in which any Loan Party may conduct business or own property.

(b) Certain Loan Document Provisions. No opinion is expressed as to the enforceability of any provision of the Loan Documents that (i) purports to broadly waive or limit the rights of any party in a manner that may be found to be unconscionable or against public policy, (ii) relates to choice of forum, consent to jurisdiction, or venue, except to the extent such provisions are enforceable under applicable law, (iii) relates to service of process by means not authorized by applicable law, or (iv) relates to waiver of the right to trial by jury, except to the extent such waivers are enforceable under applicable law (noting that jury trial waivers are generally enforceable in Illinois and Iowa in commercial transactions, subject to the requirement that such waivers be knowing, voluntary, and intelligently made).

(c) Subject Matter Exclusions. No opinion is expressed as to any matter arising under or relating to (i) insurance law or insurance regulatory law, (ii) tax law (federal, state, or local), (iii) environmental law (federal, state, or local), (iv) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any pension, employee benefit, or labor law, (v) agricultural regulatory law, including without limitation regulations promulgated by the United States Department of Agriculture ("USDA"), the Commodity Futures Trading Commission ("CFTC"), or any state department of agriculture, (vi) the Commodity Exchange Act, (vii) antitrust or competition law, or (viii) any sanctions, anti-money laundering, or anti-corruption law.

(d) Date Limitation. The opinion speaks as of the date of the Closing Date and C&H assumes no obligation to advise the Addressees or any other person of any change in law or fact that may come to C&H's attention after the date of the opinion, or to update, supplement, or revise the opinion for any reason.

VI. DOCUMENTS TO BE REVIEWED IN PREPARATION OF OPINION

In connection with the preparation and delivery of the legal opinion letter, C&H will review the following documents, records, and certificates. This list is intended to be comprehensive but is subject to supplementation as C&H deems necessary or advisable in the course of its review:

1. Executed Loan Documents. Fully executed counterparts of each of the Loan Documents identified in Part I above, including without limitation the Credit Agreement, the Security Agreement, the Guaranty, the Pledge Agreement, each Mortgage, each Deposit Account Control Agreement, the Assignment of Insurance, the Borrowing Base Certificate, and the Officer's Certificate.

2. Organizational Documents of Each Loan Party. The following organizational documents for each Loan Party, certified by an appropriate officer, manager, or secretary of such entity:

(a) Greenfield Agricultural Partners LLC: Certificate of Organization filed with the Iowa Secretary of State, and the Operating Agreement (as amended and restated, if applicable), together with all amendments thereto, certified by the manager or authorized representative of GAP.

(b) Greenfield Holdings Corp.: Certificate of Incorporation filed with the Delaware Secretary of State, and the Bylaws (as amended and restated, if applicable), together with all amendments thereto, certified by the Secretary of Holdings.

(c) Greenfield Grain Storage LLC: Certificate of Organization filed with the Iowa Secretary of State, and the Operating Agreement (as amended, if applicable), together with all amendments thereto, certified by the manager or authorized representative of GGS.

(d) Greenfield Crop Inputs Inc.: Articles of Incorporation filed with the Illinois Secretary of State, and the Bylaws (as amended, if applicable), together with all amendments thereto, certified by the Secretary of GCI.

3. Good Standing Certificates. Certificates of good standing (or equivalent certificates of existence, good standing, or status) from the applicable Secretaries of State, as follows:

(a) Iowa Secretary of State — for GAP and GGS (as to good standing in Iowa);

(b) Delaware Secretary of State — for Holdings (as to good standing in Delaware);

(d) Such additional certificates of qualification and good standing from foreign jurisdictions as may be applicable (e.g., Iowa and/or Illinois for Holdings; Illinois and/or Indiana for GAP).

Each such certificate is to be dated within five (5) to ten (10) business days prior to the Closing Date (the final period to be agreed upon with lender's counsel and confirmed in the opinion letter).

4. Authorizing Resolutions and Written Consents. Certified copies of resolutions of the board of directors (for Holdings and GCI) and written consents or resolutions of the sole member and/or manager(s) (for GAP and GGS) authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby.

5. Secretary's / Manager's Certificates and Incumbency Certificates. Secretary's certificates (for Holdings and GCI) and manager's certificates (for GAP and GGS) certifying as to (a) the organizational documents of each Loan Party, (b) the authorizing resolutions or written consents, (c) the incumbency and specimen signatures of each officer, manager, or authorized signatory executing Loan Documents on behalf of such entity, and (d) such other matters as C&H may require.

6. Officer's Certificate of Borrower. Officer's Certificate, in the form required by the Credit Agreement, delivered by an authorized officer of the Borrower at closing, certifying as to (a) the accuracy of representations and warranties as of the Closing Date, (b) the absence of any default or event of default, (c) the absence of any material adverse change since June 30, 2022, (d) the absence of any pending or threatened litigation, proceeding, or governmental investigation that could reasonably be expected to have a material adverse effect, and (e) such other factual matters as C&H may require for purposes of the opinion.

7. UCC Search Reports. UCC lien search reports for each Loan Party, obtained from reputable search firms, from the following filing offices:

(a) Iowa Secretary of State (for GAP and GGS);

(b) Illinois Secretary of State (for GCI);

(d) Indiana Secretary of State (for GAP, to the extent it conducts business in Indiana).

The UCC search reports will be reviewed to identify existing filings against the Loan Parties, with particular attention to the existing UCC-1 financing statements filed by Prairie National Bank, N.A. (Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730, filed April 2, 2018). C&H will confirm receipt of UCC-3 termination statements from Prairie National Bank, N.A. terminating such filings in full.

8. Tax Lien and Judgment Search Reports. Federal and state tax lien search reports and judgment search reports for each Loan Party, obtained from reputable search firms, covering the following jurisdictions: Iowa, Illinois, Indiana, and Delaware.

9. Title Insurance Commitments / Title Search Reports. Title insurance commitments or preliminary title search reports for each parcel of mortgaged real property (covering the fourteen grain elevator sites in Iowa, the GAP headquarters, and the GCI distribution center in Bloomington, Illinois), to be reviewed for informational purposes in connection with the mortgage recording opinions. C&H will not issue title opinions, and reliance with respect to title matters will be placed on the title insurance policies.

10. UCC-1 Financing Statements (Drafts). Draft UCC-1 financing statements to be filed at or prior to closing, to be reviewed by C&H for proper form, accuracy of debtor information, filing office designation, and adequacy of collateral description.

11. Borrowing Base Certificate. Initial Borrowing Base Certificate delivered at closing, to be reviewed for conformity with the requirements of the Credit Agreement.

12. Payoff Letter from Prairie National Bank, N.A. Payoff letter from Prairie National Bank, N.A. confirming the exact payoff amount required to satisfy and discharge all obligations of the Borrower and the other obligors under the existing $55,000,000 revolving credit facility (the outstanding balance of which was approximately $38,750,000 as of September 30, 2022; the exact payoff amount, including accrued and unpaid interest and any applicable prepayment premium or fee, to be confirmed as of the Closing Date), together with UCC-3 termination statements and mortgage releases (if applicable) to be delivered at closing.

13. Field Examination Report and Inventory Appraisal. The field examination report and inventory appraisal prepared by Pryor & Associates LLC will be available for reference as necessary for context regarding the collateral base, but will not constitute a primary document upon which the legal opinion is based. The opinion will not address collateral valuation or adequacy, which are factual matters outside the scope of a legal opinion.

14. Insurance Certificates and Endorsements. Certificates of insurance and endorsements for all policies issued by Northstar Mutual Insurance Company, as brokered by Redwood Insurance Group, Inc., to be reviewed to confirm (a) loss payee endorsements in favor of the Collateral Agent, (b) additional insured endorsements in favor of the Collateral Agent and the Lenders, (c) evidence of current premium payments, and (d) compliance with the insurance requirements of the Credit Agreement.

15. Other Documents. Such other documents, records, certificates, agreements, and instruments as C&H deems necessary or advisable

DRAFT — OUTLINE OF BORROWER'S COUNSEL LEGAL OPINION
November 4, 2022
Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601
CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE This memorandum is an internal working document of Calderwood & Harkness LLP. It is not an opinion letter and should not be construed as such. It does not constitute legal advice to any person or entity and may not be relied upon by any party. Distribution is limited to attorneys and staff of Calderwood & Harkness LLP working on the above-referenced matter and to authorized representatives of Greenfield Agricultural Partners LLC and its affiliates.
INTRODUCTORY NOTE
This memorandum outlines the proposed scope, structure, assumptions, qualifications, and exceptions for the legal opinion letter to be delivered by Calderwood & Harkness LLP ("C&H"), as counsel to Greenfield Agricultural Partners LLC (the "Borrower" or "GAP"), at the closing of the $80,000,000 senior secured asset-based revolving credit facility (the "Facility") among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").
The opinion letter would be addressed to the Agent and each Lender, namely: Heartland Commerce Bank, N.A.; Meridian Agricultural Credit Corporation; and Tallgrass Capital Fund II, LP (collectively, the "Lenders," and together with the Agent, the "Addressees"). The opinion will be delivered as a condition precedent to the initial funding under the Credit Agreement, as set forth in the conditions precedent provisions thereof.
The opinion is governed by, and all opinions as to enforceability will be rendered under, the laws of the State of Illinois and, where applicable, the laws of the State of Iowa, the laws of the State of Delaware (limited to the Delaware General Corporation Law and the Delaware Limited Liability Company Act), the federal laws of the United States, and the Uniform Commercial Code as in effect in each relevant jurisdiction. The opinion will be prepared in accordance with customary practice for legal opinions in secured lending transactions and will be consistent in form and substance with the recommendations of the American Bar Association's Legal Opinion Principles (2018) and the TriBar Opinion Committee's reports, as applicable.
This memorandum is organized as follows: Part I identifies the Loan Documents to be covered by the opinion; Part II identifies the Loan Parties (opinion parties); Part III sets forth the proposed scope of each opinion paragraph; Part IV lists the assumptions upon which the opinion will rest; Part V addresses qualifications and exceptions; Part VI inventories the documents to be reviewed; Part VII describes the format and delivery mechanics of the opinion letter; Part VIII catalogs open items and discussion points requiring resolution prior to finalization; and Part IX sets forth the timeline for preparation and delivery of the final opinion.
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I. IDENTIFICATION OF LOAN DOCUMENTS COVERED BY OPINION
The legal opinion letter will address, and opinions will be rendered with respect to, each of the following Loan Documents (collectively, the "Loan Documents"). Each document is identified below together with a brief description of its principal terms and the governing law applicable thereto. The final form of the opinion letter will reference each Loan Document by its full title and date, and will attach thereto a complete schedule listing all covered documents.
1. Credit Agreement. Credit Agreement, dated as of the Closing Date, among Greenfield Agricultural Partners LLC, as Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent (the "Credit Agreement"). The Credit Agreement provides for the $80,000,000 senior secured revolving credit facility on an asset-based lending structure, with borrowing availability determined by reference to a borrowing base consisting of eligible accounts receivable, eligible inventory, and, subject to seasonal adjustments, eligible crop insurance receivables. The Credit Agreement is governed by the laws of the State of Illinois.
2. Security Agreement. Security Agreement, dated as of the Closing Date, among Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. (collectively, the "Grantors"), and Heartland Commerce Bank, N.A., as Collateral Agent (the "Security Agreement"). The Security Agreement grants to the Collateral Agent, for the ratable benefit of the Lenders, a first-priority security interest in substantially all personal property assets of each Grantor, including but not limited to accounts receivable, inventory (including grain, seed, fertilizer, and crop protection products), equipment, deposit accounts, general intangibles (including payment intangibles and contract rights), instruments, chattel paper (whether tangible or electronic), supporting obligations, and all proceeds and products of the foregoing. The Security Agreement is governed by the laws of the State of Illinois.
3. Guaranty Agreement. Guaranty Agreement, dated as of the Closing Date, by Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. (collectively, the "Guarantors"), in favor of Heartland Commerce Bank, N.A., as Administrative Agent, for the benefit of the Lenders (the "Guaranty"). The Guaranty constitutes a joint and several, unconditional, and irrevocable guaranty by each Guarantor of the full and punctual payment and performance of all obligations of the Borrower under the Credit Agreement and the other Loan Documents, including principal, interest, fees, costs, expenses, and indemnification obligations. The Guaranty is governed by the laws of the State of Illinois.
4. Pledge Agreement. Pledge Agreement, dated as of the Closing Date, by Greenfield Agricultural Partners LLC, in favor of Heartland Commerce Bank, N.A., as Collateral Agent (the "Pledge Agreement"). Pursuant to the Pledge Agreement, the Borrower pledges to the Collateral Agent (a) 100% of the membership interests in Greenfield Grain Storage LLC and (b) 100% of the issued and outstanding shares of capital stock of Greenfield Crop Inputs Inc., together with all dividends, distributions, and proceeds with respect thereto. The Pledge Agreement is governed by the laws of the State of Illinois.
5. Mortgages. Each Mortgage, Assignment of Leases and Rents, and Security Agreement (collectively, the "Mortgages"), in the following forms:
(a) Iowa Form Mortgages — covering the Borrower's headquarters located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Polk County, Iowa 50309, and fourteen (14) grain elevator sites located in Polk County and eight (8) additional Iowa counties (the specific counties to be identified on the Real Property Collateral Schedule attached to the Credit Agreement), granting first-priority mortgage liens in favor of the Collateral Agent for the ratable benefit of the Lenders. The Iowa Form Mortgages are governed by the laws of the State of Iowa.
(b) Illinois Form Mortgage — covering the Greenfield Crop Inputs Inc. distribution center located at 780 Commerce Drive, Bloomington, McLean County, Illinois 61701, and such other applicable Illinois properties as may be identified on the Real Property Collateral Schedule, granting a first-priority mortgage lien in favor of the Collateral Agent for the ratable benefit of the Lenders. The Illinois Form Mortgage is governed by the laws of the State of Illinois.
The aggregate appraised value of the real property encumbered by the Mortgages is approximately $64,800,000, based on appraisals obtained in connection with the Facility.
6. Deposit Account Control Agreements. Each Deposit Account Control Agreement (each, a "DACA"), among the applicable Loan Party (as customer), the applicable depository bank (Prairie National Bank, N.A. or Heartland Commerce Bank, N.A.), and Heartland Commerce Bank, N.A., as Collateral Agent. The DACAs are designed to perfect by control the Collateral Agent's security interest in the deposit accounts of the Loan Parties maintained at such depository banks.
7. Assignment of Insurance. Assignment of Insurance, dated as of the Closing Date, by the applicable Loan Parties, assigning to the Collateral Agent the right to receive (a) crop insurance proceeds and (b) property and casualty insurance proceeds under policies issued by Northstar Mutual Insurance Company (policy numbers to be confirmed), as brokered by Redwood Insurance Group, Inc. (the "Assignment of Insurance").
8. Borrowing Base Certificate. Initial Borrowing Base Certificate delivered by an authorized officer of the Borrower at closing, certifying the initial borrowing base calculation and the availability thereunder as of the Closing Date.
9. Officer's Certificate. Officer's Certificate, in the form required by the Credit Agreement, delivered by an authorized officer of the Borrower at closing, certifying as to the accuracy of representations and warranties, the absence of any default or event of default, the absence of any material adverse change, and such other matters as required by the Credit Agreement.
10. Other Ancillary Loan Documents. Any other ancillary Loan Documents required to be delivered at or prior to closing pursuant to the terms of the Credit Agreement, including without limitation any fee letters, solvency certificates, joinder agreements, post-closing letter agreements, or other instruments or documents that may be identified as conditions precedent to the initial advance under the Credit Agreement.
The foregoing list is subject to supplementation and amendment as the transaction documentation is finalized. C&H will confirm the final list of covered Loan Documents in the opinion letter as delivered at closing.
II. IDENTIFICATION OF LOAN PARTIES (OPINION PARTIES)
For each Loan Party identified below, the opinion letter will address matters of organizational status, power and authority, due authorization, execution and delivery, enforceability, no conflicts, and (where applicable) perfection of security interests and mortgage liens. The following sets forth the identifying information for each Loan Party, which information has been verified against publicly available records and organizational documents provided to C&H by the Borrower's management team.
A. Greenfield Agricultural Partners LLC (Borrower)
Greenfield Agricultural Partners LLC ("GAP") is the operating entity through which the Greenfield enterprise conducts its principal agricultural operations, including row crop farming, grain merchandising, storage, and logistics across approximately 82,000 managed acres in Iowa, Illinois, and Indiana. GAP is a single-member limited liability company, with Greenfield Holdings Corp. as its sole member. GAP is qualified to transact business and is in good standing in the States of Iowa, Illinois, and Indiana.
B. Greenfield Holdings Corp. (Parent Guarantor)
Greenfield Holdings Corp. ("Holdings") is the parent holding company of the Greenfield enterprise. Holdings does not conduct material operations directly but serves as the sole member of GAP and as the ultimate parent entity. Holdings is a Delaware corporation qualified to do business in the State of Iowa. Holdings' principal asset is its 100% membership interest in GAP.
C. Greenfield Grain Storage LLC (Subsidiary Guarantor and Grantor)
Greenfield Grain Storage LLC ("GGS") owns and operates grain storage and elevator facilities across Iowa. GGS holds title to certain of the grain elevator sites that will be encumbered by the Iowa Form Mortgages.
D. Greenfield Crop Inputs Inc. (Subsidiary Guarantor and Grantor)
Greenfield Crop Inputs Inc. ("GCI") is engaged in the procurement, distribution, and sale of crop inputs, including seed, fertilizer, and crop protection products, operating primarily from its distribution center in Bloomington, McLean County, Illinois. GCI holds title to the Bloomington distribution center property, which will be encumbered by the Illinois Form Mortgage.
III. OPINION PARAGRAPHS — PROPOSED SCOPE
This Part III sets forth the proposed substance and scope of each opinion paragraph to be included in the legal opinion letter. Each opinion paragraph is discussed in detail below, together with notes regarding the basis, scope limitations, and open issues associated with each opinion. The opinion paragraphs will be organized in the final opinion letter in the order set forth herein.
Opinion 1: Due Organization and Good Standing
The opinion letter will contain an opinion that each Loan Party is duly organized or incorporated, validly existing, and in good standing under the laws of its jurisdiction of formation, and is qualified to do business and in good standing in each other jurisdiction where the nature of its business, the character of its properties, or the transactions contemplated by the Loan Documents require such qualification. Specifically:
Greenfield Agricultural Partners LLC. GAP is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Iowa. GAP is duly qualified to transact business and is in good standing as a foreign limited liability company in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including the States of Illinois and Indiana. GAP has the limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
Greenfield Holdings Corp. Holdings is duly incorporated, validly existing, and in good standing as a corporation under the laws of the State of Delaware. Holdings is duly qualified to do business and is in good standing as a foreign corporation in the State of Iowa. Holdings has the corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
Greenfield Grain Storage LLC. GGS is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Iowa. GGS has the limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. To the extent GGS's operations or properties require qualification in any other jurisdiction, such qualification will be confirmed in the final opinion.
Greenfield Crop Inputs Inc. GCI is duly incorporated, validly existing, and in good standing as a corporation under the laws of the State of Illinois. GCI has the corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
Note regarding good standing certificates: The due organization and good standing opinions will be delivered in reliance on certificates of good standing (or equivalent certificates of existence and good standing) to be obtained from the Iowa Secretary of State, the Delaware Secretary of State, and the Illinois Secretary of State, each dated within five (5) to ten (10) business days prior to the Closing Date (the final period to be agreed upon with lender's counsel). The opinion letter will note that such opinions are given in reliance on such certificates as of the respective dates thereof and that C&H has made no independent investigation of the continued good standing of any Loan Party after the date of such certificates.
Opinion 2: Due Authorization and Execution
The opinion letter will contain an opinion that each Loan Party has all requisite limited liability company or corporate power and authority to execute, deliver, and perform its obligations under each Loan Document to which it is a party, and that the execution, delivery, and performance of the Loan Documents have been duly authorized by all necessary action on the part of each Loan Party.
Specifically, the opinion letter will address the following:
Power and Authority. Each Loan Party has all requisite limited liability company power and authority (in the case of GAP, GGS) or corporate power and authority (in the case of Holdings, GCI) to:
(a) execute, deliver, and perform its obligations under each Loan Document to which it is a party;
(b) own, hold, and grant security interests in and mortgage liens on the collateral described in the Security Agreement, the Pledge Agreement, and the Mortgages to which it is a party; and
(c) consummate the transactions contemplated by the Loan Documents to which it is a party.
Due Authorization. The execution, delivery, and performance of each Loan Document to which a Loan Party is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary limited liability company or corporate action on the part of such Loan Party. In forming this opinion, C&H will review:
(a) With respect to Holdings and GCI, resolutions of the board of directors of each such entity authorizing the execution, delivery, and performance of the applicable Loan Documents, including the Guaranty, and the granting of the security interests and mortgage liens contemplated thereby;
(b) With respect to GAP, resolutions or written consents of the sole member and/or manager(s) of GAP authorizing the execution, delivery, and performance of the Credit Agreement, the Security Agreement, the Pledge Agreement, the Mortgages, and the other Loan Documents to which GAP is a party;
(c) With respect to GGS, resolutions or written consents of the sole member and/or manager(s) of GGS authorizing the execution, delivery, and performance of the Guaranty, the Security Agreement, the Mortgages, and the other Loan Documents to which GGS is a party; and
(d) Secretary's certificates, manager's certificates, and incumbency certificates for each Loan Party, certifying as to the incumbency and specimen signatures of the officers, managers, or authorized signatories executing the Loan Documents on behalf of each such entity.
Due Execution and Delivery. Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This opinion will be based on C&H's review of executed counterparts of each Loan Document, incumbency certificates, and the secretary's or manager's certificates referenced above.
Note: C&H will also confirm that no approval or consent of any member, shareholder, or equity holder of any Loan Party is required in connection with the execution, delivery, and performance of the Loan Documents that has not been obtained, based on review of the operating agreements (for the limited liability company entities) and the certificates of incorporation and bylaws (for the corporate entities), as well as the authorizing resolutions.
Opinion 3: Enforceability
The opinion letter will contain an opinion that each Loan Document to which a Loan Party is a party constitutes the legal, valid, and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms. This enforceability opinion is central to the opinion letter and will be subject to the standard enforceability qualifications described in Part V below.
The enforceability opinion will read substantially as follows:
"Each Loan Document to which a Loan Party is a party constitutes the legal, valid, and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws of general applicability relating to or affecting creditors' rights generally, and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing."
The enforceability opinion will be rendered with respect to the following governing law provisions:
• Credit Agreement, Security Agreement, Guaranty Agreement, and Pledge Agreement: Governed by the laws of the State of Illinois.
• Iowa Mortgages: Governed by the laws of the State of Iowa.
• Illinois Mortgage: Governed by the laws of the State of Illinois.
Note regarding DACAs: The enforceability opinion with respect to the Deposit Account Control Agreements may be subject to additional limitations depending on the form of each DACA and whether the applicable depository bank (Prairie National Bank, N.A. or Heartland Commerce Bank, N.A.) has agreed to the form of DACA without material qualification. In the event that any DACA contains non-standard terms or is executed by a depository bank that has inserted material modifications, C&H may need to qualify or limit its enforceability opinion with respect to such DACA. This will be assessed once final forms of the DACAs are available for review.
Opinion 4: No Conflicts
The opinion letter will contain an opinion that the execution, delivery, and performance by each Loan Party of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) Organizational Document Conflicts. Violate, contravene, or conflict with any provision of the organizational documents (operating agreement, certificate of formation, certificate of organization, articles or certificate of incorporation, or bylaws, as applicable) of such Loan Party. This sub-opinion will be based on C&H's review of the current, fully amended and restated organizational documents of each Loan Party.
(b) Applicable Law Conflicts. Violate any provision of any applicable law, statute, rule, or regulation of the State of Illinois, the State of Iowa, or the State of Delaware (to the extent of the Delaware General Corporation Law and the Delaware Limited Liability Company Act as applicable to Holdings and GCI's Delaware formation), or any applicable federal law of the United States. This sub-opinion will not extend to the laws of any other jurisdiction (including, without limitation, the State of Indiana) or to the subject matter carve-outs set forth in Part V.D below (including, without limitation, insurance law, tax law, environmental law, ERISA, agricultural regulatory law, and antitrust law).
(c) Contractual Conflicts. Result in a breach of, or constitute a default under, or result in the creation or imposition of any lien (other than liens created in favor of the Collateral Agent pursuant to the Loan Documents) upon any property of such Loan Party under, any material agreement or instrument to which such Loan Party is a party or by which its properties are bound.
Important Note regarding sub-opinion (c): This sub-opinion will be limited in scope to agreements and instruments specifically listed on a schedule to be attached to the opinion letter or identified in a certificate of the Borrower delivered to C&H in connection with the opinion. C&H will not undertake an independent investigation or review of all contracts, agreements, or instruments to which any Loan Party is a party. The Borrower's officer's certificate will identify all material agreements and instruments (including, without limitation, any existing credit agreements, indentures, leases, supply agreements, commodity contracts, and joint venture agreements) that could give rise to a conflict or breach in connection with the transactions contemplated by the Loan Documents. C&H will review the identified agreements and instruments and opine solely on the basis of such review.
(d) Judicial Order Conflicts. Result in a violation of any order, judgment, writ, injunction, or decree of any court or governmental authority known to C&H to be binding on such Loan Party. This sub-opinion will be based on C&H's reliance on the officer's certificate of the Borrower and on litigation and judgment search reports obtained from reputable search firms. C&H will not conduct independent court searches or docket reviews.
Opinion 5: Perfection of Security Interests
This is a critical opinion section given the asset-based lending nature of the Facility and the breadth of the collateral package. The perfection opinion will be structured to address each category of collateral and the applicable method of perfection separately, as follows:
A. UCC Security Interests (Personal Property Collateral). The opinion letter will contain an opinion that, upon the filing of UCC-1 financing statements in the offices identified below, the Collateral Agent will have a perfected security interest in all personal property collateral described in the Security Agreement in which a security interest may be perfected by the filing of a financing statement under Article 9 of the Uniform Commercial Code as in effect in the applicable jurisdiction:
(i) Iowa Secretary of State — for Greenfield Agricultural Partners LLC (an Iowa limited liability company, for which the Iowa Secretary of State is the proper filing office under UCC § 9-301(1), as the debtor's jurisdiction of organization) and Greenfield Grain Storage LLC (an Iowa limited liability company, similarly situated);
(ii) Illinois Secretary of State — for Greenfield Crop Inputs Inc. (an Illinois corporation, for which the Illinois Secretary of State is the proper filing office under UCC § 9-301(1)); and
(iii) Delaware Secretary of State — for Greenfield Holdings Corp. (a Delaware corporation), to the extent Holdings has granted a security interest in any personal property, including without limitation the pledged equity interests in GAP (to the extent perfection of a security interest therein is achievable by filing).
Note: The opinion will cover attachment and perfection by filing only. The opinion will not cover the priority of any security interest (as discussed in Part V.B below and in Part VIII regarding the open discussion point with lender's counsel). The opinion will expressly note that perfection of security interests in certain categories of collateral requires methods of perfection other than the filing of a UCC financing statement, including without limitation:
• Deposit accounts: Perfection by control under UCC § 9-104 and § 9-314 (addressed in sub-section B below);
• Letter-of-credit rights: Perfection by control under UCC § 9-107;
• Electronic chattel paper: Perfection by control under UCC § 9-105;
• Investment property consisting of certificated securities: Perfection by delivery and/or control under UCC § 8-301 and § 9-314 (addressed in sub-section C below);
• Motor vehicles and other titled goods: Perfection by notation on the certificate of title under applicable state motor vehicle titling statutes; and
• intellectual property registered with federal authorities: Perfection may require additional filings with the United States Patent and Trademark Office or the United States Copyright Office, as applicable.
Note regarding existing UCC filings: UCC search reports obtained for each Loan Party have identified existing UCC-1 financing statements filed by Prairie National Bank, N.A. against GAP and GGS, recorded with the Iowa Secretary of State as Filing Nos. 2018-0041729 and 2018-0041730, both filed on April 2, 2018, in connection with the existing $55,000,000 revolving credit facility being refinanced. These filings must be terminated upon payoff of the existing facility at or prior to closing. The opinion on perfection (and, to the extent applicable, any discussion of lien status) will be conditioned upon C&H's receipt and verification of UCC-3 termination statements filed by Prairie National Bank, N.A. terminating both Filing Nos. 2018-0041729 and 2018-0041730 in full.
B. Deposit Account Control. The opinion letter will contain an opinion that, upon the execution and delivery of each Deposit Account Control Agreement by the applicable Loan Party (as customer), the applicable depository bank, and the Collateral Agent, the Collateral Agent will have a perfected security interest by control in the deposit accounts identified in each such DACA, pursuant to UCC § 9-104 (defining control of deposit accounts) and UCC § 9-314 (perfection by control).
This opinion will be limited to DACAs in forms reviewed and approved by C&H. The opinion will assume that each depository bank is a "bank" within the meaning of UCC § 9-102(a)(8) and that the arrangements described in each DACA satisfy the requirements for "control" under UCC § 9-104. The opinion will not address the enforceability of any particular provision of a DACA as between the Loan Party and the depository bank (other than to the extent included in the general enforceability opinion described in Opinion 3 above).
C. Pledge of Equity Interests. The opinion letter will contain an opinion that, upon delivery to the Collateral Agent of the following items, the Collateral Agent will have a perfected security interest in the pledged equity interests:
(i) With respect to Greenfield Crop Inputs Inc.: delivery of certificates representing 100% of the issued and outstanding shares of capital stock of GCI, together with duly executed stock transfer powers in blank, such delivery constituting "delivery" of a "certificated security" within the meaning of UCC § 8-301(a) and perfection by control or delivery under UCC § 9-313 and § 9-314; and
(ii) With respect to Greenfield Grain Storage LLC: to the extent the membership interests in GGS are represented by certificates (i.e., constitute "certificated securities" within the meaning of UCC § 8-102(a)(4) and are treated as "securities" under the operating agreement of GGS pursuant to UCC § 8-103(c)), delivery of such certificates together with duly executed transfer powers in blank will perfect the Collateral Agent's security interest by delivery or control.
Note: If the membership interests in GGS are uncertificated and are not treated as "securities" under the operating agreement of GGS, then such interests will constitute "general intangibles" under UCC Article 9, and perfection of the Collateral Agent's security interest therein will be achieved by the filing of a UCC-1 financing statement with the Iowa Secretary of State (as described in sub-section A above). Alternatively, if such interests are uncertificated securities under UCC Article 8, perfection may be achieved by a control agreement under UCC § 8-106. C&H will review the GGS operating agreement to determine the proper characterization of the membership interests and the applicable method of perfection.
D. Real Property Mortgages. The opinion letter will contain an opinion that, upon the recording of the Mortgages in the applicable county recording offices, the Mortgages will create valid mortgage liens on the real property described therein in favor of the Collateral Agent, for the ratable benefit of the Lenders. The specific recording offices are as follows:
Iowa: The Iowa Form Mortgages will be recorded with the county recorder of Polk County, Iowa (covering the GAP headquarters), and with the county recorders of eight (8) additional Iowa counties where grain elevator sites are located. The specific Iowa counties (fourteen elevator sites in total across nine Iowa counties) will be listed in the final opinion based on the Real Property Collateral Schedule to be attached to the Credit Agreement. The identity and legal descriptions of each mortgaged property must be finalized prior to preparation of the draft opinion letter.
Illinois: The Illinois Form Mortgage will be recorded with the recorder of deeds of McLean County, Illinois (covering the GCI distribution center located at 780 Commerce Drive, Bloomington, McLean County, Illinois 61701), and with the recorder of deeds of any additional Illinois county in which mortgaged real property is located, as identified on the Real Property Collateral Schedule.
Note: The opinion will be limited to due execution, delivery, and recordability of the Mortgages. The opinion will not address title to any real property, the status of title, the existence or absence of easements, encumbrances, encroachments, liens, or title defects, or the priority of any mortgage lien created by the Mortgages. Reliance with respect to such matters will be placed on title insurance commitments and/or title insurance policies to be issued by the title company selected by the Agent. The distinction between the legal opinion and title insurance coverage will be clearly stated in the opinion letter.
E. Insurance Assignments. The opinion letter will contain an opinion that the Assignment of Insurance, upon execution and delivery by the applicable Loan Parties and acknowledgment by the applicable insurer, Northstar Mutual Insurance Company, will be effective to assign to the Collateral Agent the right to receive insurance proceeds as described therein, including (a) crop insurance proceeds under applicable federal and private crop insurance programs and (b) property and casualty insurance proceeds under policies issued by Northstar Mutual Insurance Company and brokered by Redwood Insurance Group, Inc.
Note: The effectiveness of the Assignment of Insurance is subject to the terms and conditions of the applicable insurance policies, including any anti-assignment provisions contained therein, and to applicable insurance regulatory law. C&H's opinion on the effectiveness of the Assignment of Insurance will be qualified accordingly and will note that C&H is not rendering any opinion as to matters of insurance law or insurance regulatory law. C&H will assume, for purposes of its opinion, that the applicable insurance policies permit assignment of proceeds (or that any required consent of the insurer has been obtained) and that all premium payments are current.
Opinion 6: No Governmental Approvals or Consents Required
The opinion letter will contain an opinion that no consent, approval, authorization, or order of, and no filing, registration, or qualification with, any governmental authority or regulatory body under the laws of the State of Illinois, the State of Iowa, the State of Delaware (to the extent of the DGCL and the DLLC Act), or the federal laws of the United States is required for:
(a) the execution, delivery, and performance by any Loan Party of the Loan Documents to which it is a party;
(b) the grant of the security interests and mortgage liens contemplated by the Security Agreement, the Pledge Agreement, and the Mortgages; or
(c) the perfection of such security interests and mortgage liens,
other than the following:
(i) the filing of UCC-1 financing statements with the Iowa Secretary of State, the Illinois Secretary of State, and the Delaware Secretary of State, as applicable;
(ii) the recording of the Mortgages with the county recorders of the applicable Iowa counties and with the recorder of deeds of McLean County, Illinois;
(iii) such filings and recordings as have been made or will be made at or prior to the Closing Date; and
(iv) such consents, approvals, authorizations, orders, filings, registrations, or qualifications as may be required under state securities or "blue sky" laws, as to which no opinion is expressed.
This opinion will be based on C&H's review of applicable filing and registration requirements and on the assumption that no Loan Party is subject to any specialized regulatory regime (other than the general agricultural regulatory framework) that would impose additional governmental approval requirements. The opinion will not extend to any consent or approval that may be required under USDA regulations, state agricultural commodity regulations, environmental permitting requirements, ERISA, or other specialized regulatory regimes, as set forth in the qualifications in Part V.D below.
IV. ASSUMPTIONS
The legal opinion letter will be based on the following standard assumptions. These assumptions are customary in legal opinions delivered in secured lending transactions and will be set forth in the opinion letter:
1. Authenticity of Documents. All documents submitted to C&H as originals are authentic, complete, and accurate. All documents submitted to C&H as copies conform to the originals thereof, and such originals are authentic, complete, and accurate. All documents reviewed by C&H have been properly and accurately reproduced, and no material alteration or modification has been made to any document after its execution and delivery.
2. Signatures. All signatures on documents reviewed by C&H are genuine. All natural persons executing any document reviewed by C&H had, at the time of execution, full legal capacity to do so.
3. Authority of Other Parties. Each party to the Loan Documents (other than the Loan Parties, as to whom C&H's opinion is being rendered) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, has the requisite power and authority to execute, deliver, and perform its obligations under the Loan Documents, has duly authorized the execution, delivery, and performance of the Loan Documents by all necessary corporate, partnership, limited liability company, or other organizational action, has duly executed and delivered the Loan Documents, and the Loan Documents are legal, valid, binding, and enforceable obligations of each such party in accordance with their respective terms. Without limiting the generality of the foregoing, this assumption applies to Heartland Commerce Bank, N.A. (in its capacity as Administrative Agent, Collateral Agent, and Lender), Meridian Agricultural Credit Corporation (as a Lender), and Tallgrass Capital Fund II, LP (as a Lender).
4. Factual Matters. All factual representations and warranties made by the Loan Parties in the Loan Documents, in the officers' certificates, secretary's certificates, manager's certificates, incumbency certificates, borrowing base certificates, and other documents and certificates delivered in connection with the Loan Documents, are true, correct, and complete in all material respects as of the dates made. C&H has not undertaken any independent investigation or verification of such factual matters.
5. No Undisclosed Facts. There are no agreements, understandings, side letters, oral modifications, or negotiations among the parties (or any of them) that would modify, supplement, or supersede the terms of the Loan Documents or the transactions contemplated thereby, except as reflected in the Loan Documents themselves.
6. Choice of Law. The parties' choice of Illinois law to govern the Credit Agreement, the Security Agreement, the Guaranty, and the Pledge Agreement is valid, effective, and will be honored and given effect by the courts of the State of Illinois, the State of Iowa, and any other jurisdiction in which enforcement of the Loan Documents may be sought, in each case without regard to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. The choice of Iowa law to govern the Iowa Mortgages and the choice of Illinois law to govern the Illinois Mortgage will similarly be honored and given effect.
7. Value and Good Faith. The Agent and each Lender are acquiring their respective interests in the Loan Documents, and the security interests and mortgage liens granted thereunder, for value and in good faith, within the meaning of applicable provisions of the Uniform Commercial Code (including, without limitation, UCC §§ 1-201(b)(9), 1-201(b)(20), and 9-331), and without notice of any adverse claims or defenses.
8. Proper Filing and Recording. All UCC-1 financing statements to be filed in connection with the Loan Documents are in proper form for filing and will be accepted for filing by the applicable filing offices. All Mortgages and other documents to be recorded in connection with the Loan Documents are in proper form for recording and will be accepted for recording by the applicable county recording offices. All filing and recording fees will be duly paid.
9. Description of Collateral. The descriptions of collateral in the Security Agreement, the Pledge Agreement, the Mortgages, and the UCC-1 financing statements reasonably identify the collateral within the meaning of UCC § 9-108 and satisfy the requirements of applicable law for the creation and perfection of security interests and mortgage liens in the property described therein.
10. Federal Insured Depository Institution. Heartland Commerce Bank, N.A. is a national banking association duly organized and validly existing under the laws of the United States, with the power and authority to act as Administrative Agent and Collateral Agent under the Loan Documents, and is a "bank" within the meaning of UCC § 9-102(a)(8). Heartland Commerce Bank, N.A. is a federally insured depository institution within the meaning of applicable federal law.
The foregoing assumptions are not intended to be exhaustive. C&H reserves the right to include additional customary assumptions in the final opinion letter as may be appropriate based on the final transaction documentation and the circumstances existing as of the Closing Date.
V. QUALIFICATIONS AND EXCEPTIONS
The legal opinion letter will be subject to the following qualifications, exceptions, and limitations. These are customary in legal opinions of this nature and reflect both the inherent limitations of legal opinions and the specific characteristics of the Facility and the collateral package.
A. Standard Enforceability Qualifications
The enforceability opinion set forth in Opinion 3 above will be subject to the following standard qualifications:
(a) Bankruptcy and Insolvency Laws. The enforceability of the Loan Documents may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, fraudulent transfer, and similar laws of general applicability from time to time in effect relating to or affecting the enforcement of creditors' rights generally, including without limitation the United States Bankruptcy Code (Title 11, United States Code) and state law equivalents.
(b) General Principles of Equity. The enforceability of the Loan Documents may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including without limitation principles relating to materiality, reasonableness, good faith and fair dealing, unconscionability, impracticability, and the discretion of courts to deny specific performance or other equitable remedies.
(c) Indemnification and Contribution. Provisions of the Loan Documents relating to indemnification, contribution, or exculpation may be limited by applicable law or considerations of public policy, including without limitation (i) provisions that purport to indemnify a party against liability arising from its own negligence or willful misconduct, (ii) provisions that purport to exculpate a party from liability for its own negligence or breach of fiduciary duty, and (iii) provisions that may be deemed to provide for a penalty or forfeiture rather than for reasonable compensation or reimbursement.
(d) Waivers. Provisions of the Loan Documents relating to waivers of rights or defenses, including without limitation waivers of notice, waivers of defenses based on suretyship or guaranty principles, waivers of statutes of limitations, and waivers of constitutional or statutory rights, may be limited to the extent that such waivers are found by a court of competent jurisdiction to be unenforceable as against public policy or as unconscionable under applicable law.
B. UCC and Perfection Qualifications
The perfection opinions set forth in Opinion 5 above will be subject to the following qualifications:
(a) No Priority Opinion. No opinion is expressed as to the priority of any security interest or mortgage lien created by the Loan Documents. The priority of such security interests and mortgage liens is subject to applicable law, including without limitation (i) the existence of prior-filed or prior-perfected security interests, (ii) purchase money security interests under UCC § 9-324, (iii) statutory liens (including, without limitation, agricultural liens under UCC § 9-102(a)(5), mechanic's and materialmen's liens, warehousemen's liens, carrier's liens, and federal and state tax liens), (iv) the rights of buyers in the ordinary course of business under UCC § 9-320, and (v) other rights of third parties that may have priority under applicable provisions of the UCC or other law.
(b) Certain Collateral Categories. Perfection of security interests in certain types of collateral may require methods of perfection not addressed in this opinion or may be governed by applicable law other than the UCC, including without limitation (i) motor vehicles and other goods subject to a certificate-of-title statute (perfection by notation on the certificate of title under the applicable state motor vehicle titling statute), (ii) intellectual property registered with federal authorities (including patents, trademarks, and copyrights registered with the United States Patent and Trademark Office or the United States Copyright Office), (iii) commercial tort claims not yet in existence as of the Closing Date (which cannot be described in a financing statement until they arise), and (iv) as-extracted collateral subject to special UCC filing requirements. The opinion does not address perfection of security interests in any of the foregoing categories of collateral.
(c) Continuation Statements. The continuation of perfection of UCC financing statements requires the timely filing of continuation statements within the period prescribed by UCC § 9-515 (i.e., within six months prior to the expiration of the five-year effectiveness period of the initial financing statement). Failure to file a timely continuation statement will result in the lapse of the financing statement and the loss of perfection.
(d) Post-Closing Changes. The opinion on perfection does not address the effect of post-closing changes in the name, identity, jurisdiction of organization, or organizational structure of any Loan Party that may require amendment of UCC financing statements under UCC § 9-507 or the filing of new financing statements within four months of such change under UCC § 9-507(c), or the effect of any change of the Loan Party's location (as defined in UCC § 9-307) that may affect the applicable filing office.
(e) After-Acquired Property. The attachment and perfection of security interests in after-acquired collateral is subject to UCC § 9-204 and, in the event of a bankruptcy proceeding, to the limitations imposed by Section 552 of the United States Bankruptcy Code (11 U.S.C. § 552), which generally limits the extent to which a security interest in after-acquired property is effective in bankruptcy to certain categories of collateral (including proceeds, products, offspring, rents, and profits of existing collateral).
C. Real Property Qualifications
The opinions regarding the Mortgages set forth in Opinion 5.D above will be subject to the following qualifications:
(a) No Title Opinion. No opinion is expressed regarding the title of any Loan Party to any real property, the status of title to any real property, the existence or absence of easements, encumbrances, encroachments, restrictions, liens, or defects affecting any real property, or the accuracy or completeness of any legal description of real property contained in any Mortgage. Reliance with respect to such matters is to be placed exclusively on the title insurance commitments and/or title insurance policies issued by the title company engaged by the Agent in connection with the Facility.
(b) No Priority Opinion. No opinion is expressed regarding the priority of any mortgage lien created by the Mortgages, including the priority of such mortgage liens relative to any prior-recorded deed of trust, mortgage, lien, encumbrance, easement, restriction, or other interest in the mortgaged real property.
(c) Environmental Laws. Environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), and applicable state environmental statutes, may affect the enforceability of certain remedies relating to real property collateral, including the ability of a secured creditor to foreclose on contaminated real property or to realize the full value of such property.
(d) Foreclosure Procedures and Statutory Redemption. Iowa and Illinois mortgage foreclosure procedures, including statutory rights of redemption, anti-deficiency protections (to the extent applicable), and other procedural requirements, may affect the exercise of remedies by the Collateral Agent with respect to the mortgaged real property. In Iowa, the statutory redemption period following a foreclosure sale is generally one year (subject to reduction or elimination in certain circumstances under Iowa Code Chapter 628). In Illinois, the mortgagor's right of redemption generally expires at the later of seven months after service of summons or three months after entry of judgment (735 ILCS 5/15-1603). These statutory protections cannot be waived by the Loan Parties in the Mortgages.
D. Other Qualifications
(a) Jurisdictional Limitation. The opinion is limited to the laws of the State of Illinois, the laws of the State of Iowa, the laws of the State of Delaware (limited to the Delaware General Corporation Law, Title 8 of the Delaware Code, and the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code), and the federal laws of the United States, in each case as in effect on the date of the opinion. No opinion is expressed as to the laws of any other jurisdiction, including without limitation the State of Indiana (where GAP conducts farming operations on approximately 82,000 managed acres across Iowa, Illinois, and Indiana) or any other state in which any Loan Party may conduct business or own property.
(b) Certain Loan Document Provisions. No opinion is expressed as to the enforceability of any provision of the Loan Documents that (i) purports to broadly waive or limit the rights of any party in a manner that may be found to be unconscionable or against public policy, (ii) relates to choice of forum, consent to jurisdiction, or venue, except to the extent such provisions are enforceable under applicable law, (iii) relates to service of process by means not authorized by applicable law, or (iv) relates to waiver of the right to trial by jury, except to the extent such waivers are enforceable under applicable law (noting that jury trial waivers are generally enforceable in Illinois and Iowa in commercial transactions, subject to the requirement that such waivers be knowing, voluntary, and intelligently made).
(c) Subject Matter Exclusions. No opinion is expressed as to any matter arising under or relating to (i) insurance law or insurance regulatory law, (ii) tax law (federal, state, or local), (iii) environmental law (federal, state, or local), (iv) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any pension, employee benefit, or labor law, (v) agricultural regulatory law, including without limitation regulations promulgated by the United States Department of Agriculture ("USDA"), the Commodity Futures Trading Commission ("CFTC"), or any state department of agriculture, (vi) the Commodity Exchange Act, (vii) antitrust or competition law, or (viii) any sanctions, anti-money laundering, or anti-corruption law.
(d) Date Limitation. The opinion speaks as of the date of the Closing Date and C&H assumes no obligation to advise the Addressees or any other person of any change in law or fact that may come to C&H's attention after the date of the opinion, or to update, supplement, or revise the opinion for any reason.
VI. DOCUMENTS TO BE REVIEWED IN PREPARATION OF OPINION
In connection with the preparation and delivery of the legal opinion letter, C&H will review the following documents, records, and certificates. This list is intended to be comprehensive but is subject to supplementation as C&H deems necessary or advisable in the course of its review:
1. Executed Loan Documents. Fully executed counterparts of each of the Loan Documents identified in Part I above, including without limitation the Credit Agreement, the Security Agreement, the Guaranty, the Pledge Agreement, each Mortgage, each Deposit Account Control Agreement, the Assignment of Insurance, the Borrowing Base Certificate, and the Officer's Certificate.
2. Organizational Documents of Each Loan Party. The following organizational documents for each Loan Party, certified by an appropriate officer, manager, or secretary of such entity:
(a) Greenfield Agricultural Partners LLC: Certificate of Organization filed with the Iowa Secretary of State, and the Operating Agreement (as amended and restated, if applicable), together with all amendments thereto, certified by the manager or authorized representative of GAP.
(b) Greenfield Holdings Corp.: Certificate of Incorporation filed with the Delaware Secretary of State, and the Bylaws (as amended and restated, if applicable), together with all amendments thereto, certified by the Secretary of Holdings.
(c) Greenfield Grain Storage LLC: Certificate of Organization filed with the Iowa Secretary of State, and the Operating Agreement (as amended, if applicable), together with all amendments thereto, certified by the manager or authorized representative of GGS.
(d) Greenfield Crop Inputs Inc.: Articles of Incorporation filed with the Illinois Secretary of State, and the Bylaws (as amended, if applicable), together with all amendments thereto, certified by the Secretary of GCI.
3. Good Standing Certificates. Certificates of good standing (or equivalent certificates of existence, good standing, or status) from the applicable Secretaries of State, as follows:
(a) Iowa Secretary of State — for GAP and GGS (as to good standing in Iowa);
(b) Delaware Secretary of State — for Holdings (as to good standing in Delaware);
(c) Illinois Secretary of State — for GCI (as to good standing in Illinois); and
(d) Such additional certificates of qualification and good standing from foreign jurisdictions as may be applicable (e.g., Iowa and/or Illinois for Holdings; Illinois and/or Indiana for GAP).
Each such certificate is to be dated within five (5) to ten (10) business days prior to the Closing Date (the final period to be agreed upon with lender's counsel and confirmed in the opinion letter).
4. Authorizing Resolutions and Written Consents. Certified copies of resolutions of the board of directors (for Holdings and GCI) and written consents or resolutions of the sole member and/or manager(s) (for GAP and GGS) authorizing the execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby.
5. Secretary's / Manager's Certificates and Incumbency Certificates. Secretary's certificates (for Holdings and GCI) and manager's certificates (for GAP and GGS) certifying as to (a) the organizational documents of each Loan Party, (b) the authorizing resolutions or written consents, (c) the incumbency and specimen signatures of each officer, manager, or authorized signatory executing Loan Documents on behalf of such entity, and (d) such other matters as C&H may require.
6. Officer's Certificate of Borrower. Officer's Certificate, in the form required by the Credit Agreement, delivered by an authorized officer of the Borrower at closing, certifying as to (a) the accuracy of representations and warranties as of the Closing Date, (b) the absence of any default or event of default, (c) the absence of any material adverse change since June 30, 2022, (d) the absence of any pending or threatened litigation, proceeding, or governmental investigation that could reasonably be expected to have a material adverse effect, and (e) such other factual matters as C&H may require for purposes of the opinion.
7. UCC Search Reports. UCC lien search reports for each Loan Party, obtained from reputable search firms, from the following filing offices:
(a) Iowa Secretary of State (for GAP and GGS);
(b) Illinois Secretary of State (for GCI);
(c) Delaware Secretary of State (for Holdings); and
(d) Indiana Secretary of State (for GAP, to the extent it conducts business in Indiana).
The UCC search reports will be reviewed to identify existing filings against the Loan Parties, with particular attention to the existing UCC-1 financing statements filed by Prairie National Bank, N.A. (Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730, filed April 2, 2018). C&H will confirm receipt of UCC-3 termination statements from Prairie National Bank, N.A. terminating such filings in full.
8. Tax Lien and Judgment Search Reports. Federal and state tax lien search reports and judgment search reports for each Loan Party, obtained from reputable search firms, covering the following jurisdictions: Iowa, Illinois, Indiana, and Delaware.
9. Title Insurance Commitments / Title Search Reports. Title insurance commitments or preliminary title search reports for each parcel of mortgaged real property (covering the fourteen grain elevator sites in Iowa, the GAP headquarters, and the GCI distribution center in Bloomington, Illinois), to be reviewed for informational purposes in connection with the mortgage recording opinions. C&H will not issue title opinions, and reliance with respect to title matters will be placed on the title insurance policies.
10. UCC-1 Financing Statements (Drafts). Draft UCC-1 financing statements to be filed at or prior to closing, to be reviewed by C&H for proper form, accuracy of debtor information, filing office designation, and adequacy of collateral description.
11. Borrowing Base Certificate. Initial Borrowing Base Certificate delivered at closing, to be reviewed for conformity with the requirements of the Credit Agreement.
12. Payoff Letter from Prairie National Bank, N.A. Payoff letter from Prairie National Bank, N.A. confirming the exact payoff amount required to satisfy and discharge all obligations of the Borrower and the other obligors under the existing $55,000,000 revolving credit facility (the outstanding balance of which was approximately $38,750,000 as of September 30, 2022; the exact payoff amount, including accrued and unpaid interest and any applicable prepayment premium or fee, to be confirmed as of the Closing Date), together with UCC-3 termination statements and mortgage releases (if applicable) to be delivered at closing.
13. Field Examination Report and Inventory Appraisal. The field examination report and inventory appraisal prepared by Pryor & Associates LLC will be available for reference as necessary for context regarding the collateral base, but will not constitute a primary document upon which the legal opinion is based. The opinion will not address collateral valuation or adequacy, which are factual matters outside the scope of a legal opinion.
14. Insurance Certificates and Endorsements. Certificates of insurance and endorsements for all policies issued by Northstar Mutual Insurance Company, as brokered by Redwood Insurance Group, Inc., to be reviewed to confirm (a) loss payee endorsements in favor of the Collateral Agent, (b) additional insured endorsements in favor of the Collateral Agent and the Lenders, (c) evidence of current premium payments, and (d) compliance with the insurance requirements of the Credit Agreement.
15. Other Documents. Such other documents, records, certificates, agreements, and instruments as C&H deems necessary or advisable

DRAFT — OUTLINE OF BORROWER'S COUNSEL LEGAL OPINION

INTRODUCTORY NOTE

I. IDENTIFICATION OF LOAN DOCUMENTS COVERED BY OPINION

II. IDENTIFICATION OF LOAN PARTIES (OPINION PARTIES)

IV. ASSUMPTIONS

V. QUALIFICATIONS AND EXCEPTIONS

VI. DOCUMENTS TO BE REVIEWED IN PREPARATION OF OPINION

Record

Parties

Dates

Amounts