CONFIDENTIAL

CONFIDENTIAL
Prepared by: Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601
Date: November 4, 2022
Matter No.: 1020-00001 Billing Code: GAPABF-2022
DRAFT — FOR DISCUSSION PURPOSES ONLY
ASSIGNMENT OF CROP INSURANCE AND PROPERTY/CASUALTY INSURANCE PROCEEDS
Form of Assignment
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ASSIGNMENT OF CROP INSURANCE AND PROPERTY/CASUALTY INSURANCE PROCEEDS
This ASSIGNMENT OF CROP INSURANCE AND PROPERTY/CASUALTY INSURANCE PROCEEDS (this "Assignment") is made and entered into as of [●], 2022 (the "Effective Date"), by and among:
ASSIGNORS:
(i) GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company ("GAP" or the "Borrower"), having its principal place of business at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309;
(ii) GREENFIELD GRAIN STORAGE LLC, an Iowa limited liability company ("GGS"), having its principal place of business at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309; and
(iii) GREENFIELD CROP INPUTS INC., an Illinois corporation ("GCI"), having its principal place of business at 780 Commerce Drive, Bloomington, Illinois 61701;
(each of the foregoing, an "Assignor" and, collectively, the "Assignors");
and
ASSIGNEE:
HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association ("HCB"), in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement (as defined below), having its principal place of business at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606 (in such capacity, the "Collateral Agent" or the "Assignee").
Each of the Assignors and the Collateral Agent is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Credit Agreement. Greenfield Agricultural Partners LLC, as Borrower, Greenfield Holdings Corp., a Delaware corporation, GGS, and GCI, each as Guarantors (collectively, the "Guarantors"), the financial institutions from time to time party thereto as lenders (the "Lenders"), and HCB, in its capacities as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent"), have entered into that certain Credit Agreement, dated as of [●], 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to provide to the Borrower a senior secured asset-based revolving credit facility in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000) (the "Revolving Credit Facility"). The commitments of the Lenders under the Credit Agreement are as follows: (i) Heartland Commerce Bank, National Association — Forty Million Dollars ($40,000,000); (ii) Meridian Agricultural Credit Corporation — Twenty-Five Million Dollars ($25,000,000); and (iii) Tallgrass Capital Fund II, LP — Fifteen Million Dollars ($15,000,000).
B. Security Agreement. In connection with the Credit Agreement, the Assignors and the Collateral Agent have entered into that certain Security Agreement, dated as of [●], 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), pursuant to which the Assignors have granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property assets of the Assignors, including, without limitation, all insurance proceeds related thereto.
C. Insurance Requirement. The Credit Agreement requires the Assignors to maintain certain insurance coverages with respect to the collateral securing the Obligations (as defined in the Credit Agreement) and to assign to the Collateral Agent the right to receive insurance proceeds as additional collateral security for the Obligations. The Credit Agreement further requires the Assignors to cause each applicable insurance carrier to issue loss payee endorsements and additional insured endorsements in favor of the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent.
D. Insurance Policies. The Assignors maintain various insurance policies placed through Redwood Insurance Group, Inc., an Iowa corporation, having its principal place of business at 2500 Ingersoll Avenue, Des Moines, Iowa 50312 (the "Insurance Broker"). The primary insurance carrier providing coverage under such policies is Northstar Mutual Insurance Company, an Iowa mutual insurance company, having its principal place of business at 400 First Avenue NE, Cedar Rapids, Iowa 52401 (the "Primary Carrier"). The insurance coverages maintained by the Assignors include, without limitation: (i) crop insurance; (ii) property and casualty insurance; (iii) business interruption insurance; (iv) commercial general liability insurance; and (v) equipment coverage. Such insurance policies provide coverage for, among other things, fourteen (14) grain elevator facilities and three (3) regional distribution centers owned by GGS and GCI, with an aggregate appraised value of approximately Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000), as well as crop inventory (with peak seasonal value estimated at approximately $125,000,000 to $145,000,000 during the months of September through November) and crop-input inventory (including seed, fertilizer, and crop protection chemicals). The insurance policies subject to this Assignment are listed on Schedule I attached hereto and made a part hereof (the "Insurance Policies").
E. Collateral. The collateral secured by the Credit Agreement and the related Loan Documents (as defined in the Credit Agreement) includes, among other things, accounts receivable, inventory (including harvested grain, crop inputs, and warehouse receipts), equipment, deposit accounts, general intangibles, and all proceeds thereof. Insurance proceeds constitute proceeds of such collateral under Article 9 of the Uniform Commercial Code as in effect in the applicable jurisdictions.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Assignment, the following terms shall have the meanings set forth below:
"Assignment" means this Assignment of Crop Insurance and Property/Casualty Insurance Proceeds, together with all schedules and exhibits attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Assignors" means, collectively, Greenfield Agricultural Partners LLC, an Iowa limited liability company, Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation, and their respective successors and permitted assigns.
"Collateral Agent" or "Assignee" means Heartland Commerce Bank, National Association, a national banking association, in its capacity as Collateral Agent under the Credit Agreement, and its successors and assigns in such capacity.
"Credit Agreement" means that certain Credit Agreement, dated as of [●], 2022, among Greenfield Agricultural Partners LLC, as Borrower, Greenfield Holdings Corp., GGS, and GCI, as Guarantors, the Lenders party thereto, and HCB, as Administrative Agent and Collateral Agent, providing for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Event of Default" has the meaning assigned to such term in the Credit Agreement.
"Insurance Broker" means Redwood Insurance Group, Inc., an Iowa corporation, having its principal place of business at 2500 Ingersoll Avenue, Des Moines, Iowa 50312, or any successor insurance broker appointed by the Assignors with the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld, conditioned, or delayed).
"Insurance Policies" means all insurance policies listed on Schedule I hereto, and all renewals, replacements, supplements, and extensions thereof, including, without limitation: (a) crop insurance policies; (b) property and casualty insurance policies; (c) business interruption insurance policies; (d) commercial general liability insurance policies; and (e) equipment coverage policies, in each case, whether issued by Northstar Mutual Insurance Company or any other carrier providing coverage to one or more of the Assignors.
"Insurance Proceeds" means all proceeds, payments, benefits, indemnities, recoveries, and distributions under, or arising out of, any Insurance Policy, including, without limitation, any return premiums, refunds, dividends, premium credits, or rebates, and any amounts paid or payable by any carrier, reinsurer, or other person in connection with any claim, loss, damage, or liability under any Insurance Policy.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement, which includes, without limitation, the Credit Agreement, the Security Agreement, the Guaranty Agreement, the Pledge Agreement, the Mortgages, the Deposit Account Control Agreements, and this Assignment.
"Obligations" has the meaning assigned to such term in the Credit Agreement, and includes all indebtedness, liabilities, and obligations of the Borrower and the Guarantors to the Secured Parties under the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, whether for principal, interest, fees, expenses, indemnification, or otherwise.
"Primary Carrier" means Northstar Mutual Insurance Company, an Iowa mutual insurance company, having its principal place of business at 400 First Avenue NE, Cedar Rapids, Iowa 52401.
"Secured Parties" means, collectively, the Collateral Agent, the Administrative Agent, and each of the Lenders under the Credit Agreement, and their respective successors and assigns.
"Security Agreement" means that certain Security Agreement, dated as of [●], 2022, among the Assignors and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
Section 1.2 — Rules of Construction
(a) Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. If any capitalized term used herein is not defined herein or in the Credit Agreement, such term shall have the meaning assigned to it under the Uniform Commercial Code as in effect in the State of Illinois (the "UCC").
(b) All references herein to "Articles," "Sections," "Schedules," and "Exhibits" shall be deemed to refer to the Articles and Sections of, and the Schedules and Exhibits to, this Assignment, unless the context otherwise requires.
(c) The words "herein," "hereof," "hereunder," "hereby," and words of similar import shall refer to this Assignment as a whole and not to any particular provision hereof.
(d) The word "including" shall mean "including, without limitation," and the word "or" shall not be exclusive.
(e) References to any law, statute, regulation, or rule shall include all amendments, modifications, codifications, replacements, and successor provisions thereto, together with all rules and regulations promulgated thereunder.
(f) References to any Person shall include such Person's successors and permitted assigns.
(g) Words importing the singular shall include the plural and vice versa, and words importing a gender shall include all genders.
(h) Unless otherwise specified, all references to dollar amounts shall refer to lawful money of the United States of America.
ARTICLE II — ASSIGNMENT
Section 2.1 — Assignment of Insurance Proceeds
As security for the prompt and complete payment and performance in full of all Obligations, each Assignor hereby irrevocably assigns, transfers, conveys, and sets over to the Collateral Agent, for the ratable benefit of the Secured Parties, all of such Assignor's right, title, and interest in, to, and under the following (collectively, the "Assigned Interests"):
(a) All Insurance Proceeds under each Insurance Policy, whether now existing or hereafter acquired, issued, or arising, in each case, to the extent of such Assignor's interest therein;
(b) All claims, counterclaims, demands, suits, and causes of action under or in connection with any Insurance Policy, whether arising in contract, tort, or otherwise, including, without limitation, any right to bring suit or to pursue any remedy at law or in equity against any carrier, reinsurer, or other person for breach of any Insurance Policy or for failure to pay any claim thereunder;
(c) All return premiums, dividends, premium refunds, credits, rebates, and other amounts payable under or with respect to any Insurance Policy, whether arising from the cancellation, termination, modification, or surrender of any Insurance Policy or otherwise;
(d) All rights to make claims and receive payments under any Insurance Policy, including, without limitation, the right to submit proofs of loss, to negotiate and settle claims, and to receive and endorse any checks, drafts, instruments, or other evidence of payment representing Insurance Proceeds; and
(e) All proceeds of any and all of the foregoing.
The assignment set forth in this Section 2.1 is granted as additional collateral security for the payment and performance of all Obligations and is supplemental to, and not in limitation of, the security interests granted by the Assignors under the Security Agreement and the other Loan Documents.
Section 2.2 — Scope of Assignment
The assignment set forth in Section 2.1 covers all Insurance Policies providing coverage with respect to all real and personal property constituting collateral under the Loan Documents, including, without limitation:
(a) Real Property and Improvements. Fourteen (14) grain elevator facilities and three (3) regional distribution centers owned by GGS and GCI, located across the states of Iowa (including Polk County and eight (8) additional counties), Illinois (including the Bloomington distribution center located in McLean County, Illinois), and Indiana, with an aggregate appraised value of approximately Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000);
(b) Harvested Grain Inventory. All inventories of harvested grain, including, without limitation, corn, soybeans, and specialty grains, whether stored at the grain elevator facilities, distribution centers, or any other storage locations, whether owned or leased;
(c) Crop-Input Inventory. All inventories of crop inputs, including, without limitation, seed, fertilizer, and crop protection chemicals (including herbicides, insecticides, and fungicides), whether stored at distribution centers, warehouses, or other storage locations;
(d) Equipment. All equipment used in grain storage, grain handling, distribution, transportation, and agricultural operations, including, without limitation, grain dryers, conveyors, scales, testing equipment, trucks, trailers, and other mobile equipment;
(e) Managed Agricultural Land. All crops growing on, and all crop production from, approximately eighty-two thousand (82,000) acres of managed agricultural land (both owned and leased) located across the states of Iowa, Illinois, and Indiana; and
(f) All Other Collateral. All other personal and real property constituting collateral under the Loan Documents and covered by any Insurance Policy.
The assignment set forth in this Article II extends to all renewals, replacements, supplements, extensions, and modifications of the Insurance Policies, and to all insurance policies that may be issued at any time in substitution for, or in addition to, any of the Insurance Policies, to the extent such policies cover collateral securing the Obligations.
Section 2.3 — Conditional Nature of Assignment
(a) Prior to an Event of Default. Prior to the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Assignors shall be entitled to receive Insurance Proceeds to the extent permitted under the Credit Agreement and the other Loan Documents; provided, however, that:
(i) Insurance Proceeds relating to casualty losses to collateral in excess of $[●] in the aggregate for any single loss or series of related losses shall be paid directly to the Collateral Agent or, at the Collateral Agent's election, deposited into a collateral account maintained at Heartland Commerce Bank, National Association, which account shall be subject to a deposit account control agreement in form and substance satisfactory to the Collateral Agent (a "Collateral Proceeds Account"); and
(ii) Crop insurance proceeds shall be applied as required by the borrowing base provisions, mandatory prepayment provisions, and reporting provisions of the Credit Agreement, including, without limitation, the requirement that crop insurance proceeds be included in the calculation of Eligible Inventory and the Borrowing Base (each as defined in the Credit Agreement), and the requirement that the Borrower report the receipt of crop insurance proceeds to the Administrative Agent within five (5) Business Days of receipt thereof.
(b) Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Collateral Agent shall have the sole and exclusive right to receive all Insurance Proceeds payable under any Insurance Policy and to apply such Insurance Proceeds to the Obligations in such order and manner as determined by the Collateral Agent in accordance with the waterfall provisions set forth in the Credit Agreement. During the continuance of an Event of Default, the Assignors shall have no right to receive, collect, or retain any Insurance Proceeds, and each Assignor hereby irrevocably directs each carrier and the Insurance Broker to make all payments of Insurance Proceeds directly to the Collateral Agent.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ASSIGNORS
Each Assignor hereby represents and warrants to the Collateral Agent as follows, as of the date hereof and as of the Effective Date:
Section 3.1 — Existence and Authorization
(a) Such Assignor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation (in the case of GAP and GGS, the State of Iowa; in the case of GCI, the State of Illinois), and has all requisite power and authority, corporate or otherwise, to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Such Assignor has full power and authority to execute, deliver, and perform this Assignment and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Assignment have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Assignor, and no other proceedings or approvals are necessary to authorize this Assignment or the transactions contemplated hereby.
(c) This Assignment has been duly executed and delivered by such Assignor and constitutes the legal, valid, and binding obligation of such Assignor, enforceable against such Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(d) The execution, delivery, and performance of this Assignment by such Assignor do not and will not (i) violate any provision of the organizational documents of such Assignor; (ii) violate any law, rule, regulation, order, judgment, or decree applicable to such Assignor; (iii) require any consent, approval, or authorization of, or filing, registration, or qualification with, any governmental authority or other person (other than those already obtained or made); or (iv) conflict with, result in a breach of, or constitute a default under any material agreement or instrument to which such Assignor is a party or by which any of its assets are bound.
Section 3.2 — Insurance Policies in Effect
(a) The Insurance Policies listed on Schedule I are in full force and effect as of the date hereof, and no Insurance Policy has been suspended, revoked, or cancelled.
(b) All premiums currently due and payable with respect to the Insurance Policies have been paid in full and in a timely manner. No Assignor is in arrears with respect to the payment of any insurance premium under any Insurance Policy.
(c) No Assignor has received any written notice of cancellation, material modification, or non-renewal of any Insurance Policy. To the knowledge of each Assignor, no carrier has expressed an intent to cancel, materially modify, or decline to renew any Insurance Policy.
(d) The Insurance Policies provide coverage in the amounts, types, and with the deductibles described on Schedule I, and no Assignor has made any material misrepresentation or omission in any application for insurance under any Insurance Policy that would entitle the applicable carrier to deny coverage or void the policy.
Section 3.3 — No Prior Assignment
(a) No Assignor has previously assigned, pledged, hypothecated, or otherwise encumbered its right to receive Insurance Proceeds under any Insurance Policy, and no other person has any right, title, or interest in or to such Insurance Proceeds, except for the existing assignment in favor of Prairie National Bank, N.A. ("PNB") under that certain Revolving Credit Agreement, dated as of April 1, 2018 (as amended from time to time), by and among the Borrower, PNB as administrative agent and collateral agent, and the lenders party thereto, in an aggregate principal amount of Fifty-Five Million Dollars ($55,000,000) (the "Existing PNB Facility"). The existing assignment in favor of PNB will be released and terminated in its entirety upon the contemporaneous payoff and termination of the Existing PNB Facility at the closing of the transactions contemplated by the Credit Agreement.
(b) The existing UCC financing statements filed by PNB with the Iowa Secretary of State under Filing Nos. 2018-0041729 and 2018-0041730 (together, the "Existing PNB UCC Filings") will be terminated by PNB concurrently with the closing of the transactions contemplated by the Credit Agreement, and the Assignors shall deliver evidence of such terminations to the Collateral Agent on or promptly following the closing date.
(c) Other than the existing assignment in favor of PNB described above (which will be released and terminated at closing), this Assignment creates a valid, binding, and enforceable first-priority assignment of the Assigned Interests in favor of the Collateral Agent, free and clear of all liens, claims, and encumbrances of any kind.
Section 3.4 — Compliance with Insurance Requirements
The Insurance Policies comply in all material respects with the insurance requirements set forth in the Credit Agreement, including, without limitation, the requirements relating to the types of coverage, coverage amounts and limits, deductibles, carriers, and endorsements. The coverage types, coverage limits, deductible amounts, and required endorsements set forth on Schedule I satisfy the minimum insurance requirements specified in the Credit Agreement.
Section 3.5 — Insurance Broker
Redwood Insurance Group, Inc. serves as the insurance broker for the Assignors with respect to all Insurance Policies. The primary contact at the Insurance Broker is Brian Templeton, Account Executive. The Insurance Broker is authorized by the Assignors to communicate with the Collateral Agent and to provide information regarding the Insurance Policies as reasonably requested by the Collateral Agent.
Section 3.6 — No Default Under Insurance Policies
No event has occurred, and no condition exists, that would constitute a default or breach under any Insurance Policy or that would permit any carrier to deny coverage, refuse payment of any claim, void or rescind any Insurance Policy, or raise any defense to the payment of Insurance Proceeds under any Insurance Policy. No Assignor has taken any action or failed to take any action that has materially impaired or would reasonably be expected to materially impair the coverage provided under any Insurance Policy.
ARTICLE IV — COVENANTS OF THE ASSIGNORS
Each Assignor hereby covenants and agrees with the Collateral Agent as follows:
Section 4.1 — Maintenance of Insurance
Each Assignor shall maintain the Insurance Policies (or equivalent replacement policies providing substantially the same or better coverage from carriers reasonably satisfactory to the Collateral Agent) in full force and effect at all times during the term of the Credit Agreement and until the Payment in Full of all Obligations and termination of all commitments under the Credit Agreement. Without limiting the generality of the foregoing, the Assignors shall maintain, at a minimum, the following coverages in amounts not less than those required by the Credit Agreement:
(a) Crop Insurance. Crop insurance adequate to cover anticipated production on approximately eighty-two thousand (82,000) managed acres of agricultural land (owned and leased) located across the states of Iowa, Illinois, and Indiana, including coverage for corn, soybeans, and specialty grains, at coverage levels not less than those required by the Credit Agreement;
(b) Property and Casualty Insurance. Property and casualty insurance covering all owned real property, including all fourteen (14) grain elevator facilities and three (3) regional distribution centers, with an aggregate appraised value of approximately Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000), on a replacement cost basis or such other basis as required by the Credit Agreement;
(c) Business Interruption Insurance. Business interruption insurance covering loss of business income resulting from damage to or destruction of any covered property, with coverage limits and waiting periods as required by the Credit Agreement;
(d) Commercial General Liability Insurance. Commercial general liability insurance covering the operations of the Assignors, with coverage limits not less than those required by the Credit Agreement; and
(e) Equipment Coverage. Equipment coverage insuring all equipment used in grain storage, grain handling, distribution, transportation, and agricultural operations, with coverage limits and deductibles as required by the Credit Agreement.
Section 4.2 — Loss Payee and Additional Insured Endorsements
Each Assignor shall cause each Insurance Policy to include the following endorsements, in each case, in form and substance reasonably satisfactory to the Collateral Agent:
(a) A standard mortgagee/loss payee clause (or lender's loss payable endorsement, as applicable) naming "Heartland Commerce Bank, National Association, as Collateral Agent for the Secured Parties" as loss payee, with respect to all property insurance policies, crop insurance policies, business interruption insurance policies, and equipment coverage policies; and
(b) An additional insured endorsement naming "Heartland Commerce Bank, National Association, as Collateral Agent for the Secured Parties" as additional insured, with respect to all commercial general liability insurance policies.
Each such endorsement shall provide that:
(i) The interest of the Collateral Agent in the applicable Insurance Policy shall not be invalidated by any act, omission, neglect, misrepresentation, or breach of any condition or warranty of the applicable Insurance Policy by any Assignor or any other insured party;
(ii) The applicable carrier shall provide at least thirty (30) days' prior written notice to the Collateral Agent (at the address specified in Section 8.3 hereof) before any cancellation, material modification, or non-renewal of the applicable Insurance Policy (or ten (10) days' prior written notice in the case of cancellation for non-payment of premium); and
(iii) The applicable carrier agrees to waive any right of subrogation against the Collateral Agent and the Secured Parties.
Section 4.3 — Notice of Cancellation or Modification
Each Assignor shall promptly (and in any event within five (5) Business Days) notify the Collateral Agent in writing of:
(a) Any cancellation, termination, lapse, or material modification of any Insurance Policy, or any notice of intent to cancel, terminate, allow to lapse, or materially modify any Insurance Policy;
(b) Any notice received from any carrier or the Insurance Broker regarding the cancellation, termination, non-renewal, or material modification of any Insurance Policy;
(c) Any claim or loss under any Insurance Policy in excess of $[●], including a description of the nature and circumstances of the claim or loss, the estimated amount thereof, and the Insurance Policy or Policies under which coverage has been or is expected to be asserted; and
(d) Any material change in the identity, financial condition, or rating of any carrier providing coverage under any Insurance Policy.
Section 4.4 — Payment of Premiums
Each Assignor shall pay all insurance premiums and other amounts due under or with respect to each Insurance Policy when due and payable, without deduction, set-off, or counterclaim. No Assignor shall permit any Insurance Policy to lapse or be cancelled for non-payment of premiums. Upon request by the Collateral Agent (which request may be made at any time and from time to time), the Assignors shall furnish to the Collateral Agent evidence of premium payment reasonably satisfactory to the Collateral Agent, including, without limitation, copies of paid receipts, canceled checks, or other evidence of payment.
Section 4.5 — No Cancellation or Modification Without Consent
No Assignor shall cancel, terminate, surrender, permit the lapse of, or materially modify any Insurance Policy without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld, conditioned, or delayed); provided, however, that the Assignors may renew or replace any Insurance Policy without the prior written consent of the Collateral Agent so long as the renewal or replacement policy (a) is issued by a carrier reasonably satisfactory to the Collateral Agent, (b) provides substantially equivalent or better coverage in terms of coverage types, coverage amounts, deductibles, and endorsements, and (c) names the Collateral Agent as loss payee and additional insured in accordance with Section 4.2 hereof.
Section 4.6 — Delivery of Policies and Certificates
Each Assignor shall deliver (or shall cause the Insurance Broker, Redwood Insurance Group, Inc., to deliver) to the Collateral Agent:
(a) On or prior to the Effective Date, certificates of insurance (on Acord 25, Acord 27, Acord 28, or equivalent standard form, as applicable) evidencing all Insurance Policies then in effect, together with copies of all endorsements naming the Collateral Agent as loss payee and additional insured, in each case, in form and substance reasonably satisfactory to the Collateral Agent;
(b) Promptly upon request by the Collateral Agent (which request may be made at any time and from time to time), complete copies of all Insurance Policies, including all declarations pages, endorsements, riders, and schedules;
(c) Not later than fifteen (15) days prior to the expiration date of each Insurance Policy (or, if earlier, promptly upon receipt thereof), evidence of renewal or replacement of such Insurance Policy, including updated certificates of insurance and endorsements naming the Collateral Agent as loss payee and additional insured; and
(d) Promptly upon any renewal, replacement, or supplementation of any Insurance Policy, an updated Schedule I reflecting all current Insurance Policies, which updated Schedule I shall be delivered to the Collateral Agent and shall be deemed to replace the then-existing Schedule I for all purposes of this Assignment.
Section 4.7 — Cooperation with Collateral Agent
Each Assignor shall cooperate fully with the Collateral Agent in connection with the filing of claims under the Insurance Policies, the adjustment and settlement of losses, and the collection of Insurance Proceeds. Without limiting the generality of the foregoing, each Assignor shall (a) promptly provide the Collateral Agent with copies of all correspondence, reports, notices, and other documents relating to any claim or loss under any Insurance Policy; (b) upon request by the Collateral Agent, execute and deliver such proofs of loss, sworn statements, and other documents as may be required or requested by any carrier in connection with any claim; (c) not settle, compromise, or adjust any claim under any Insurance Policy in excess of $[●] without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld, conditioned, or delayed); and (d) take all reasonable actions necessary to preserve and protect the rights of the Collateral Agent and the Secured Parties under this Assignment and the Insurance Policies.
Section 4.8 — Application of Insurance Proceeds
Insurance Proceeds received by the Assignors or the Collateral Agent shall be applied in accordance with the terms and provisions of the Credit Agreement and the Security Agreement. Without limiting the foregoing:
(a) Prior to the occurrence and during the continuance of an Event of Default, Insurance Proceeds shall be applied as provided in Section 2.3(a) hereof and as otherwise required by the Credit Agreement (including mandatory prepayment provisions, if applicable);
(b) Following the occurrence and during the continuance of an Event of Default, the Collateral Agent may (in its sole discretion, but subject to the terms of the Credit Agreement) apply all Insurance Proceeds received by the Collateral Agent directly to reduce the Obligations in such order and manner as determined by the Collateral Agent in accordance with the waterfall provisions set forth in the Credit Agreement; and
(c) Any Insurance Proceeds received by any Assignor following the occurrence and during the continuance of an Event of Default shall be held by such Assignor in trust for the benefit of the Collateral Agent and the Secured Parties, shall not be commingled with other funds of such Assignor, and shall be promptly remitted to the Collateral Agent.
ARTICLE V — RIGHTS OF THE COLLATERAL AGENT
Section 5.1 — Right to Receive Proceeds Upon Event of Default
Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Collateral Agent shall have the right (but not the obligation), without the consent of, or notice to, any Assignor (except as may be required by applicable law):
(a) To receive all Insurance Proceeds directly from the Primary Carrier, any other carrier, or the Insurance Broker, and each Assignor hereby irrevocably authorizes and directs each such carrier and the Insurance Broker to make all payments of Insurance Proceeds directly to the Collateral Agent upon receipt of written notice from the Collateral Agent that an Event of Default has occurred and is continuing;
(b) To file claims, submit proofs of loss, adjust losses, negotiate and settle claims, and take all other actions necessary or desirable in connection with the administration, prosecution, and collection of claims under any Insurance Policy, in each case, in the name of any Assignor or in the name of the Collateral Agent, as the Collateral Agent may elect;
(c) To endorse any checks, drafts, money orders, instruments, or other evidence of payment payable to any Assignor or to the Collateral Agent representing Insurance Proceeds, and to deposit or negotiate the same;
(d) To apply Insurance Proceeds to the Obligations in such order and manner as determined by the Collateral Agent in accordance with the Credit Agreement, including, without limitation, to the payment of principal, interest, fees, expenses, and other amounts outstanding under the Loan Documents; and
(e) To exercise all other rights and remedies available to the Collateral Agent under this Assignment, the Security Agreement, the other Loan Documents, the UCC, and applicable law.
Section 5.2 — Right to Maintain Insurance
If any Assignor fails to maintain any Insurance Policy as required by the Credit Agreement and this Assignment, or if any Insurance Policy is cancelled, terminated, or permitted to lapse without a replacement policy acceptable to the Collateral Agent having been obtained, the Collateral Agent may (but shall not be obligated to) obtain such insurance or force-placed insurance at the sole cost and expense of the Assignors, from such carrier and with such coverage amounts and deductibles as the Collateral Agent may determine in its reasonable discretion. Any amounts paid by the Collateral Agent for the procurement of such insurance, together with interest thereon at the default rate specified in the Credit Agreement from the date of payment until reimbursed in full, shall constitute additional Obligations secured by the Loan Documents, shall be payable by the Assignors on demand, and shall bear interest at the default rate specified in the Credit Agreement.
Section 5.3 — Notices to Carriers
(a) The Collateral Agent shall have the right, at any time and from time to time, to deliver a copy of this Assignment (together with any notice of its interest as loss payee and additional insured) directly to Northstar Mutual Insurance Company, any other applicable carrier, and the Insurance Broker (Redwood Insurance Group, Inc.), and to provide any such carrier or the Insurance Broker with such additional information regarding this Assignment and the Collateral Agent's interest hereunder as the Collateral Agent may deem necessary or appropriate.
(b) Each Assignor hereby irrevocably authorizes and directs each carrier issuing any Insurance Policy and the Insurance Broker to: (i) acknowledge the Collateral Agent's interest as loss payee and additional insured under each Insurance Policy; (ii) provide the Collateral Agent with copies of all notices, correspondence, and other communications relating to any Insurance Policy, including, without limitation, notices of cancellation, non-renewal, or material modification; and (iii) make payments of Insurance Proceeds directly to the Collateral Agent upon receipt of written direction from the Collateral Agent following the occurrence and during the continuance of an Event of Default.
(c) The authorization set forth in this Section 5.3 is irrevocable and shall remain in effect until the termination of this Assignment in accordance with Article VII hereof.
Section 5.4 — No Duty on Collateral Agent
(a) The Collateral Agent shall have no duty or obligation to verify the existence, adequacy, or sufficiency of any insurance coverage maintained by the Assignors, to review or approve the terms of any Insurance Policy, to maintain or renew any Insurance Policy, to file any claim under any Insurance Policy, or to take any action to preserve or enforce any rights under any Insurance Policy.
(b) The Collateral Agent's acceptance of this Assignment shall not make the Collateral Agent responsible for any insurance obligations of the Assignors, nor shall it make the Collateral Agent an insurer or co-insurer of any risk covered by any Insurance Policy. The Collateral Agent shall have no liability to any Assignor or to any other person for any failure to obtain, maintain, or enforce any Insurance Policy, or for any loss, damage, or expense arising from the inadequacy or absence of insurance coverage.
(c) The rights and remedies of the Collateral Agent under this Assignment are cumulative and are in addition to, and not in limitation of, any other rights and remedies available to the Collateral Agent under the Security Agreement, the other Loan Documents, the UCC, or applicable law.
ARTICLE VI — CONSENT AND ACKNOWLEDGMENT OF CARRIER
Section 6.1 — Carrier Acknowledgment
(a) In connection with this Assignment, the Assignors shall use their best efforts to cause Northstar Mutual Insurance Company (and any other carrier providing coverage under any Insurance Policy) to execute and deliver a written acknowledgment, in substantially the form attached hereto as Exhibit A (the "Carrier Acknowledgment"), acknowledging:
(i) Receipt of a copy of this Assignment;
(ii) The interest of the Collateral Agent as loss payee and additional insured under each applicable Insurance Policy;
(iii) Agreement by the carrier to make payments of Insurance Proceeds directly to the Collateral Agent upon receipt of written direction from the Collateral Agent following the occurrence and during the continuance of an Event of Default; and
(iv) Agreement by the carrier to provide at least thirty (30) days' prior written notice to the Collateral Agent (at the address specified in Section 8.3 hereof) before any cancellation, material modification, or non-renewal of any Insurance Policy (or ten (10) days' prior written notice in the case of cancellation for non-payment of premium).
(b) The Carrier Acknowledgment shall be executed by a duly authorized officer of the applicable carrier and delivered to the Collateral Agent on or prior to the Effective Date (or, in the case of any replacement or additional carrier, promptly following the issuance of any Insurance Policy by such carrier).
(c) All notices and correspondence to Northstar Mutual Insurance Company in connection with this Section 6.1 shall be directed to: Northstar Mutual Insurance Company, 400 First Avenue NE, Cedar Rapids, Iowa 52401, Attention: Commercial Lines Department.
Section 6.2 — Broker Acknowledgment
(a) In connection with this Assignment, the Assignors shall use their best efforts to cause Redwood Insurance Group, Inc. to execute and deliver a written acknowledgment, in substantially the form attached hereto as Exhibit B (the "Broker Acknowledgment"), acknowledging:
(i) Receipt of a copy of this Assignment;
(ii) Agreement by the Insurance Broker to forward copies of all insurance certificates, endorsements, renewal notices, and other relevant documentation relating to the Insurance Policies to the Collateral Agent at the address specified in Section 8.3 hereof; and
(iii) Agreement by the Insurance Broker to notify the Collateral Agent promptly (and in any event within five (5) Business Days) of any cancellation, termination, lapse, or material modification of any Insurance Policy, or of any notice of intent to cancel, terminate, allow to lapse, or materially modify any Insurance Policy.
(b) The Broker Acknowledgment shall be executed by Brian Templeton, Account Executive, Redwood Insurance Group, Inc., and delivered to the Collateral Agent on or prior to the Effective Date.
(c) All notices and correspondence to Redwood Insurance Group, Inc. in connection with this Section 6.2 shall be directed to: Redwood Insurance Group, Inc., 2500 Ingersoll Avenue, Des Moines, Iowa 50312, Attention: Brian Templeton, Account Executive.
ARTICLE VII — TERMINATION
Section 7.1 — Termination
(a) This Assignment shall remain in full force and effect until the earliest to occur of: (i) the Payment in Full (as defined in the Credit Agreement) of all Obligations; (ii) the termination of all commitments and the permanent reduction to zero of the aggregate commitments under the Credit Agreement; and (iii) the release of all liens and security interests granted under the Loan Documents, including, without limitation, the release of all security interests in the collateral under the Security Agreement (the earliest of clauses (i), (ii), and (iii), the "Termination Date").
(b) Upon the Termination Date, this Assignment shall automatically terminate and be of no further force or effect, and all rights, titles, and interests assigned to the Collateral Agent hereunder shall automatically revert to the Assignors.
(c) Upon the Termination Date, the Collateral Agent shall, at the sole cost and expense of the Assignors, promptly (and in any event within fifteen (15) Business Days following written request by the Assignors) execute and deliver such instruments, agreements, releases, termination statements, and other documents as may be reasonably requested by the Assignors to evidence the release and termination of this Assignment, including, without limitation, (i) written releases of the Collateral Agent's interest as loss payee and additional insured under each Insurance Policy, (ii) notices to each applicable carrier and the Insurance Broker confirming the termination of the Collateral Agent's interest hereunder, and (iii) UCC-3 termination statements, if applicable.
ARTICLE VIII — MISCELLANEOUS
Section 8.1 — Governing Law
This Assignment and the rights and obligations of the Parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Illinois, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law provision set forth in the Credit Agreement.
Section 8.2 — Amendments and Waivers
No amendment, modification, supplement, termination, or waiver of any provision of this Assignment, and no consent to any departure by any Assignor from any provision hereof, shall be effective unless the same shall be in writing and signed by the Assignors and the Collateral Agent. Any such amendment, modification, supplement, termination, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure or delay on the part of the Collateral Agent in exercising any right, power, or remedy under this Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
Section 8.3 — Notices
All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Assignment shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, charges prepaid, or (d) transmitted by facsimile or electronic mail (with confirmation of receipt), in each case, to the applicable Party at the address set forth below (or at such other address as any Party may designate by written notice to the other Parties in accordance with this Section 8.3):
If to the Assignors:
To GAP (Borrower):
Greenfield Agricultural Partners LLC 4100 Grand Prairie Boulevard, Suite 300 Des Moines, Iowa 50309
Attention: Nina Vasquez, General Counsel
and Patricia Calloway, Chief Financial Officer
To GGS:
Greenfield Grain Storage LLC 4100 Grand Prairie Boulevard, Suite 310 Des Moines, Iowa 50309
Attention: General Counsel
To GCI:
Greenfield Crop Inputs Inc. 780 Commerce Drive Bloomington, Illinois 61701
Attention: General Counsel
With a copy (which shall not constitute notice) to Borrower's counsel:
Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601
Attention: Ian Blackwood
If to the Collateral Agent:
Heartland Commerce Bank, National Association 200 South Wacker Drive, 40th Floor Chicago, Illinois 60606
Attention: Gregory Thorn, Managing Director, Agribusiness Lending
and Allison Kuo, Vice President, ABL Structuring
With a copy (which shall not constitute notice) to Lender's counsel:
Kessler, Brandt & Whitfield LLP 311 South Wacker Drive, Suite 5400 Chicago, Illinois 60606
Attention: Richard Whitfield
Section 8.4 — Successors and Assigns
This Assignment shall be binding upon and shall inure to the benefit of the Assignors, the Collateral Agent, and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Assignor may assign or transfer any of its rights or obligations under this Assignment without the prior written consent of the Collateral Agent. The Collateral Agent may assign or transfer its rights under this Assignment to any successor Collateral Agent appointed in accordance with the Credit Agreement.
Section 8.5 — Severability
If any provision of this Assignment is held by any court of competent jurisdiction to be illegal, invalid, or unenforceable under any present or future law, (a) such provision shall be fully severable; (b) this Assignment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Assignment shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom; and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Assignment a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.
Section 8.6 — Counterparts
This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile, electronic mail (including in ".pdf" or ".tiff" format), or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment.
Section 8.7 — Integration with Loan Documents
This Assignment is one of the Loan Documents referred to in the Credit Agreement and is subject in all respects to the terms, conditions, and provisions of the Credit Agreement. Nothing contained in this Assignment shall be construed to limit, modify, or supersede any provision of the Credit Agreement or any other Loan Document, except to the extent expressly set forth herein. In the event of any conflict or inconsistency between the terms of this Assignment and the terms of the Credit Agreement, the terms of the Credit Agreement shall control and prevail. This Assignment is supplemental to the Security Agreement and to all other Loan Documents, and nothing contained herein shall be deemed to limit or impair any security interest, lien, or other right granted to the Collateral Agent or the Secured Parties under the Security Agreement or any other Loan Document.
Section 8.8 — Headings
The headings and captions used in this Assignment are for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Assignment.
[SIGNATURE PAGES FOLLOW]
SIGNATURE PAGE TO ASSIGNMENT OF CROP INSURANCE AND PROPERTY/CASUALTY INSURANCE PROCEEDS
IN WITNESS WHEREOF, the Parties have caused this Assignment to be duly executed and delivered as of the date first written above.
ASSIGNORS:
GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company
By: ________
Name: Marcus J. Lindstrom
Title: Chief Executive Officer
By: ________
Name: Patricia Calloway
Title: Chief Financial Officer
SIGNATURE PAGE TO ASSIGNMENT OF CROP INSURANCE AND PROPERTY/CASUALTY INSURANCE PROCEEDS
GREENFIELD GRAIN STORAGE LLC, an Iowa limited liability company
By: Greenfield Agricultural Partners LLC,
its sole member
By: ________
Name: Marcus J. Lindstrom
Title: Chief Executive Officer of Greenfield Agricultural Partners LLC, sole member
SIGNATURE PAGE TO ASSIGNMENT OF CROP INSURANCE AND PROPERTY/CASUALTY INSURANCE PROCEEDS
GREENFIELD CROP INPUTS INC., an Illinois corporation
By: ________
Name: ________
Title: ________
SIGNATURE PAGE TO ASSIGNMENT OF CROP INSURANCE AND PROPERTY/CASUALTY INSURANCE PROCEEDS
ASSIGNEE / COLLATERAL AGENT:
HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association, as Collateral Agent
By: ________
Name: Gregory Thorn
Title: Managing Director, Agribusiness Lending
SCHEDULE I
INSURANCE POLICIES
The following Insurance Policies are subject to the Assignment of Crop Insurance and Property/Casualty Insurance Proceeds, dated as of [●], 2022, by and among Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc., as Assignors, and Heartland Commerce Bank, National Association, as Collateral Agent.
Insurance Broker for all policies: Redwood Insurance Group, Inc., 2500 Ingersoll Avenue, Des Moines, Iowa 50312; Contact: Brian Templeton, Account Executive.
Note: This Schedule I is to be completed and finalized prior to closing based on the results of the insurance compliance review and certificates of insurance obtained from the Insurance Broker. All bracketed items will be completed upon receipt of final insurance documentation. This Schedule I shall be updated from time to time in accordance with Section 4.6(d) of the Assignment.
EXHIBIT A
FORM OF CARRIER ACKNOWLEDGMENT LETTER
[Date]
Northstar Mutual Insurance Company 400 First Avenue NE Cedar Rapids, Iowa 52401
Attention: Commercial Lines Department
Re: Acknowledgment of Assignment of Insurance Proceeds — Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc.
Ladies and Gentlemen:
Reference is made to that certain Assignment of Crop Insurance and Property/Casualty Insurance Proceeds, dated as of [●], 2022 (the "Assignment"), by and among Greenfield Agricultural Partners LLC, an Iowa limited liability company ("GAP"), Greenfield Grain Storage LLC, an Iowa limited liability company ("GGS"), and Greenfield Crop Inputs Inc., an Illinois corporation ("GCI," and together with GAP and GGS, the "Assignors"), and Heartland Commerce Bank, National Association, a national banking association ("HCB"), in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement referred to therein (the "Collateral Agent"). A copy of the Assignment is enclosed herewith.
Pursuant to the Assignment, the Assignors have assigned to the Collateral Agent, for the benefit of the Secured Parties, all of the Assignors' right, title, and interest in and to all insurance proceeds, payments, benefits, indemnities, and recoveries under, or arising out of, the insurance policies issued by your company to one or more of the Assignors (the "Insurance Policies"), as more fully described in the Assignment and in Schedule I thereto.
We respectfully request that you execute and return the acknowledgment set forth below, confirming the following:
1.  You have received a copy of the Assignment.
2.  You acknowledge the interest of the Collateral Agent as loss payee (with respect to property insurance, crop insurance, business interruption insurance, and equipment coverage policies) and as additional insured (with respect to commercial general liability insurance policies) under each applicable Insurance Policy.
3.  You agree, upon receipt of written direction from the Collateral Agent stating that an Event of Default (as defined in the Assignment) has occurred and is continuing under the Credit Agreement (as defined in the Assignment), to make all payments of insurance proceeds under the Insurance Policies directly to the Collateral Agent at the address set forth below (or at such other address as the Collateral Agent may specify in writing):
Heartland Commerce Bank, National Association 200 South Wacker Drive, 40th Floor Chicago, Illinois 60606
Attention: Gregory Thorn, Managing Director, Agribusiness Lending
4.  You agree to provide at least thirty (30) days' prior written notice to the Collateral Agent (at the address set forth above) before any cancellation, material modification, or non-renewal of any Insurance Policy (or ten (10) days' prior written notice in the case of cancellation for non-payment of premium).
Your acknowledgment of the foregoing shall not be deemed to constitute an assumption by your company of any obligation or liability under the Credit Agreement, the Assignment, or any other loan document, nor shall it impair, modify, or affect the terms, conditions, or coverage of any Insurance Policy.
Thank you for your prompt attention to this matter. Please do not hesitate to contact the undersigned if you have any questions or require any additional information.
Very truly yours,
HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, as Collateral Agent
By: ________
Name: Gregory Thorn
Title: Managing Director, Agribusiness Lending
Enclosure: Assignment of Crop Insurance and Property/Casualty Insurance Proceeds (with Schedule I)
CARRIER ACKNOWLEDGMENT
The undersigned, Northstar Mutual Insurance Company, an Iowa mutual insurance company, hereby acknowledges receipt of a copy of the foregoing Assignment of Crop Insurance and Property/Casualty Insurance Proceeds, dated as of [●], 2022, and hereby confirms and agrees to the matters set forth in paragraphs 1 through 4 of the letter to which this acknowledgment is attached. This acknowledgment is given as of the date set forth below and shall remain in effect until the undersigned receives written notice from the Collateral Agent that the Assignment has been terminated.
NORTHSTAR MUTUAL INSURANCE COMPANY, an Iowa mutual insurance company
By: ________
Name: ________
Title: ________
Date: ________
Address for Notices: Northstar Mutual Insurance Company 400 First Avenue NE Cedar Rapids, Iowa 52401
Attention: Commercial Lines Department
EXHIBIT B
FORM OF INSURANCE BROKER ACKNOWLEDGMENT LETTER
[Date]
Redwood Insurance Group, Inc. 2500 Ingersoll Avenue Des Moines, Iowa 50312
Attention: Brian Templeton, Account Executive
Re: Acknowledgment of Assignment of Insurance Proceeds — Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc.
Dear Mr. Templeton:
Reference is made to that certain Assignment of Crop Insurance and Property/Casualty Insurance Proceeds, dated as of [●], 2022 (the "Assignment"), by and among Greenfield Agricultural Partners LLC, an Iowa limited liability company ("GAP"), Greenfield Grain Storage LLC, an Iowa limited liability company ("GGS"), and Greenfield Crop Inputs Inc., an Illinois corporation ("GCI," and together with GAP and GGS, the "Assignors"), and Heartland Commerce Bank, National Association, a national banking association ("HCB"), in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement referred to therein (the "Collateral Agent"). A copy of the Assignment is enclosed herewith.
Pursuant to the Assignment, the Assignors have assigned to the Collateral Agent, for the benefit of the Secured Parties, all of the Assignors' right, title, and interest in and to all insurance proceeds, payments, benefits, indemnities, and recoveries under, or arising out of, the insurance policies maintained by the Assignors through your firm, as more fully described in the Assignment and in Schedule I thereto (the "Insurance Policies").
We respectfully request that you execute and return the acknowledgment set forth below, confirming the following:
1.  You have received a copy of the Assignment.
2.  You agree to forward copies of all insurance certificates, endorsements (including loss payee and additional insured endorsements), renewal notices, and other relevant documentation relating to the Insurance Policies to the Collateral Agent at the address set forth below (or at such other address as the Collateral Agent may specify in writing):
Heartland Commerce Bank, National Association 200 South Wacke