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DRAFT — Prepared by Calderwood & Harkness LLP — Subject to Review and Comment by All Parties

PLEDGE AGREEMENT

dated as of

[___, 20_]

by and between

GREENFIELD AGRICULTURAL PARTNERS LLC, as Pledgor,

and

HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties

Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Matter No. 1020-00001

PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this "Agreement") is entered into as of [___, 20_], by and between GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company ("Pledgor" or "GAP"), having its principal place of business at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, and HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association ("Collateral Agent" or "Agent"), having its principal office at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606, acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

RECITALS

A. The Credit Agreement. The Pledgor, as Borrower, Greenfield Holdings Corp., a Delaware corporation ("Holdings"), Greenfield Grain Storage LLC, an Iowa limited liability company ("GGS"), and Greenfield Crop Inputs Inc., an Illinois corporation ("GCI"), as Guarantors, the Lenders party thereto from time to time (including Heartland Commerce Bank, N.A. (with a commitment of $40,000,000), Meridian Agricultural Credit Corporation (with a commitment of $25,000,000), and Tallgrass Capital Fund II, LP (with a commitment of $15,000,000)), and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent, have entered into that certain Credit Agreement dated as of [___, 20_] (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), providing for, among other things, a senior secured asset-based revolving credit facility in an aggregate principal amount of $80,000,000.

B. The Pledged Interests. The Pledgor is the sole member and owner of 100% of the membership interests in Greenfield Grain Storage LLC, an Iowa limited liability company (EIN: 84-2093417), and the sole shareholder and owner of 100% of the issued and outstanding capital stock of Greenfield Crop Inputs Inc., an Illinois corporation (EIN: 37-6182049; Illinois Secretary of State File No. 08294731).

C. Requirement under Credit Agreement. The Credit Agreement requires, as a condition precedent to the making of Loans thereunder, that the Pledgor execute and deliver this Pledge Agreement to the Collateral Agent for the benefit of the Secured Parties to secure the Obligations (as defined in the Credit Agreement).

D. Consideration. The Pledgor will derive substantial direct and indirect benefit from the extensions of credit under the Credit Agreement, including the refinancing and repayment of the existing $55,000,000 revolving credit facility with Prairie National Bank, N.A., the provision of seasonal working capital for the Pledgor's agricultural operations, and the general enhancement of the Pledgor's financial flexibility and liquidity position. The Pledgor acknowledges that the extensions of credit under the Credit Agreement constitute adequate and sufficient consideration for the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

"Administrative Agent" means Heartland Commerce Bank, N.A., in its capacity as administrative agent under the Credit Agreement, together with any successors and assigns in such capacity.

"Agreement" means this Pledge Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Closing Date" has the meaning set forth in the Credit Agreement.

"Collateral Agent" means Heartland Commerce Bank, N.A., in its capacity as collateral agent under the Credit Agreement, the Security Agreement, and this Agreement, together with any successors and assigns in such capacity.

"Credit Agreement" has the meaning set forth in Recital A hereof, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Event of Default" has the meaning set forth in the Credit Agreement.

"GCI" means Greenfield Crop Inputs Inc., an Illinois corporation.

"GCI Stock" means all of the issued and outstanding shares of capital stock of Greenfield Crop Inputs Inc., consisting of [__] shares of common stock, [par value $[__] per share / no par value], representing 100% of the issued and outstanding equity interests in GCI, as more particularly described on Schedule I hereto, together with any additional shares of capital stock of GCI hereafter acquired by the Pledgor.

"GGS" means Greenfield Grain Storage LLC, an Iowa limited liability company.

"GGS Membership Interests" means 100% of the membership interests in Greenfield Grain Storage LLC, as more particularly described on Schedule I hereto, together with any additional membership interests in GGS hereafter acquired by the Pledgor.

"Guaranty" means the Guaranty Agreement dated as of even date herewith among Holdings, GGS, GCI, and the Collateral Agent, for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Holdings" means Greenfield Holdings Corp., a Delaware corporation (EIN: 82-5047391; Delaware Secretary of State File No. 7291538).

"Issuer" or "Issuers" means each of GGS and GCI, individually an "Issuer" and collectively, the "Issuers."

"Lenders" means the lenders party to the Credit Agreement from time to time, including initially Heartland Commerce Bank, N.A., Meridian Agricultural Credit Corporation, and Tallgrass Capital Fund II, LP.

"Loan Documents" means the Credit Agreement, this Agreement, the Security Agreement, the Guaranty, the Mortgages, the Deposit Account Control Agreements, the Assignment of Insurance, and each other document, instrument, or agreement delivered in connection therewith, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Obligations" has the meaning set forth in the Credit Agreement and includes, without limitation, all indebtedness, liabilities, and obligations of the Borrower and the Guarantors to the Secured Parties arising under or in connection with the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all principal, interest, fees, charges, expenses, indemnities, reimbursement obligations, and other amounts payable under the Loan Documents.

"Pledged Additional Rights" means all rights, privileges, powers, and preferences pertaining to the Pledged Equity, including, without limitation, all voting rights, rights to receive distributions, liquidation preferences, preemptive rights, subscription rights, tag-along and drag-along rights, rights of first refusal, rights of first offer, information rights, inspection rights, rights to appoint managers or directors, and all other rights appurtenant to or arising from the Pledged Equity.

"Pledged Collateral" has the meaning set forth in Section 2.01 hereof.

"Pledged Distributions" means all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of, on account of, or in exchange for any or all of the Pledged Equity, whether such dividends, distributions, or other property are paid in cash, property, securities, or otherwise.

"Pledged Equity" means, collectively, the GGS Membership Interests and the GCI Stock, together with any additional equity interests in the Issuers or any other subsidiary hereafter acquired by the Pledgor.

"Proceeds" has the meaning set forth in the UCC and includes, without limitation, all proceeds of every kind and nature of the Pledged Collateral, including all cash and non-cash proceeds, insurance proceeds, condemnation awards, and any other amounts received upon the sale, exchange, collection, or other disposition of the Pledged Collateral.

"Required Lenders" has the meaning set forth in the Credit Agreement.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, and each other holder of Obligations from time to time.

"Security Agreement" means the Security Agreement dated as of even date herewith among GAP, GGS, GCI, and the Collateral Agent, for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Termination Date" has the meaning set forth in Section 9.03 hereof.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Illinois or, when the context requires or when required by its terms, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

Section 1.02 Credit Agreement Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this Agreement mutatis mutandis.

Section 1.03 UCC Definitions. Terms defined in the UCC and not otherwise defined herein or in the Credit Agreement shall have the meanings set forth in the UCC as in effect on the date hereof; provided, however, that if a term is defined in Article 9 of the UCC differently from the way it is defined in another Article of the UCC, the term shall have the meaning specified in Article 9.

Section 1.04 Rules of Construction. Unless the context of this Agreement otherwise clearly requires, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to any gender include the other genders, (c) the words "include," "includes," and "including" do not limit the preceding terms or words and shall be deemed to be followed by the words "without limitation," (d) the terms "hereof," "herein," "hereunder," "hereto," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement, (f) unless otherwise stated, all references to any agreement, instrument, or document shall be deemed to include all subsequent amendments, restatements, extensions, supplements, and other modifications thereto, and (g) all references to any statute, rule, or regulation shall include all subsequent amendments thereto and any successor statutes, rules, or regulations. The recitals and schedules and exhibits attached hereto are incorporated herein by reference and made a part hereof for all purposes.

ARTICLE II

PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 Pledge and Grant. As security for the prompt and complete payment, performance, and observance of all Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in and lien upon all of the Pledgor's right, title, and interest in, to, and under the following, whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the "Pledged Collateral"):

(a) the GGS Membership Interests, consisting of 100% of the membership interests in Greenfield Grain Storage LLC, as more particularly described on Schedule I hereto;

(b) the GCI Stock, consisting of 100% of the issued and outstanding shares of capital stock of Greenfield Crop Inputs Inc., as more particularly described on Schedule I hereto;

(d) all Pledged Additional Rights;

(e) all Proceeds of any and all of the foregoing Pledged Collateral; and

(f) all additional equity interests, if any, in the Issuers or any other subsidiary from time to time hereafter delivered to or otherwise acquired by the Pledgor, together with any certificates, instruments, or other documents representing or evidencing any of the foregoing.

Section 2.02 Security for Obligations. The Pledged Collateral secures the prompt and complete payment, performance, and observance of all Obligations, including, without limitation, (a) all loans, advances, and extensions of credit made by the Lenders to the Borrower under the Credit Agreement, (b) all accrued and unpaid interest on such loans and advances (including interest accruing at the default rate and interest accruing after the filing of any petition in bankruptcy or similar proceeding, whether or not such interest is an allowed claim in such proceeding), (c) all fees payable under the Credit Agreement and the other Loan Documents, including the upfront fee, the administrative agent fee, the unused line fee, and letter of credit fees, (d) all expenses, costs, and charges payable by the Borrower under the Loan Documents, including all reasonable attorneys' fees and expenses, (e) all indemnification obligations of the Borrower under the Loan Documents, and (f) all other indebtedness, liabilities, and obligations of the Borrower and the Guarantors to the Secured Parties arising under or in connection with the Loan Documents, in each case whether now existing or hereafter arising, direct or indirect, absolute or contingent, matured or unmatured, and howsoever evidenced.

Section 2.03 Continuing Security Interest. The pledge and security interest granted hereby shall be a continuing security interest and shall remain in full force and effect until the Termination Date (as defined in Section 9.03 hereof). The pledge and security interest granted hereby shall not be affected, modified, or impaired by (a) any renewal, extension, increase, or modification of the Obligations, (b) any surrender, exchange, substitution, or release of any other collateral for the Obligations, (c) any release of any Guarantor or other person liable for the Obligations, or (d) any other circumstances that might otherwise constitute a defense available to, or discharge of, the Pledgor hereunder or with respect to the Obligations.

ARTICLE III

DELIVERY OF PLEDGED COLLATERAL

Section 3.01 Delivery of Certificates and Instruments.

(a) GCI Stock. On or prior to the Closing Date, the Pledgor shall deliver to the Collateral Agent all certificates, if any, representing the GCI Stock, in each case accompanied by duly executed undated stock powers or instruments of transfer executed in blank by the Pledgor, in form and substance reasonably satisfactory to the Collateral Agent and its counsel. If no certificates representing the GCI Stock have been issued as of the Closing Date, the Pledgor shall cause GCI to issue certificates representing the GCI Stock and shall deliver such certificates, together with duly executed undated stock powers in blank, to the Collateral Agent within five (5) business days after the Closing Date.

(b) GGS Membership Interests. If any membership interest certificates have been issued with respect to the GGS Membership Interests, the Pledgor shall, on or prior to the Closing Date, deliver to the Collateral Agent all such certificates, accompanied by duly executed undated instruments of transfer executed in blank by the Pledgor, in form and substance reasonably satisfactory to the Collateral Agent and its counsel. If no certificates have been issued with respect to the GGS Membership Interests, the Pledgor shall take all steps necessary to perfect the Collateral Agent's security interest under Article 8 or Article 9 of the UCC, as applicable, including, without limitation, (i) obtaining any acknowledgment, consent, or agreement required under the operating agreement of GGS, (ii) causing GGS to register the security interest created hereby on its books and records, and (iii) filing UCC-1 financing statements as contemplated by Section 3.02 hereof.

Section 3.02 Uncertificated Interests. To the extent the GGS Membership Interests are not represented by certificates and are not securities within the meaning of Article 8 of the UCC, the Pledgor shall:

(a) cause the Collateral Agent's security interest to be noted on the books and records of GGS and cause GGS to register such security interest in such manner as the Collateral Agent may reasonably require;

(b) deliver to the Collateral Agent a fully executed acknowledgment and consent from GGS, in substantially the form attached hereto as Exhibit A or in such other form as shall be reasonably satisfactory to the Collateral Agent and its counsel;

(c) take all other steps necessary to perfect the Collateral Agent's security interest in the GGS Membership Interests under the applicable provisions of the UCC, including, without limitation, filing a UCC-1 financing statement naming the Pledgor as debtor and the Collateral Agent as secured party with the Iowa Secretary of State, covering all of the Pledgor's right, title, and interest in the GGS Membership Interests and the other Pledged Collateral; and

(d) if at any time the GGS Membership Interests become "securities" within the meaning of Article 8 of the UCC (whether by virtue of an opt-in election under the operating agreement of GGS or otherwise), promptly notify the Collateral Agent thereof and deliver to the Collateral Agent all certificates representing such membership interests, together with duly executed undated instruments of transfer in blank.

Section 3.03 Additional Pledged Equity. If at any time after the date hereof the Pledgor shall acquire or become entitled to any additional equity interests in GGS, GCI, or any other subsidiary (whether by way of stock dividend, stock split, reclassification, reorganization, conversion, exchange, or otherwise), the Pledgor shall promptly (and in any event within ten (10) business days after such acquisition or entitlement):

(a) deliver to the Collateral Agent any certificates or other instruments representing such additional equity interests, together with duly executed undated instruments of transfer in blank, in form and substance reasonably satisfactory to the Collateral Agent;

(b) notify the Collateral Agent in writing of such acquisition, identifying the Issuer, the type and number of interests acquired, and the percentage of outstanding equity interests of such Issuer represented thereby;

(c) take all actions necessary or reasonably requested by the Collateral Agent to perfect its security interest in such additional equity interests; and

(d) deliver a supplement to Schedule I hereto reflecting such additional equity interests.

Such additional equity interests shall automatically constitute Pledged Equity hereunder and shall be subject to all of the terms, conditions, and provisions of this Agreement without the necessity of any further action by any party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Pledgor hereby represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and as of the Closing Date, as follows:

Section 4.01 Organization and Standing of Pledgor. The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa (Iowa Secretary of State Filing No. 622847; EIN: 47-3918265). The Pledgor's principal place of business is located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. The Pledgor's registered agent for service of process in the State of Iowa is Capitol Registered Agents, Inc., 221 East Walnut Street, Des Moines, Iowa 50309. The Pledgor has full power and authority to own its properties and to conduct its business as presently conducted and as proposed to be conducted.

Section 4.02 Authorization; Enforceability. The Pledgor has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary limited liability company action on the part of the Pledgor, including the approval of its sole member, Greenfield Holdings Corp. No other action, consent, or approval on the part of the Pledgor or any other person is required in connection with the execution, delivery, and performance of this Agreement by the Pledgor. This Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws affecting creditors' rights generally, and (b) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.

Section 4.03 No Conflicts. The execution, delivery, and performance by the Pledgor of this Agreement, the granting of the security interests hereunder, and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with the Certificate of Organization, Operating Agreement, or any other organizational documents of the Pledgor, GGS, or GCI, (b) violate or conflict with any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or award binding on the Pledgor, GGS, or GCI, (c) result in the creation or imposition of any lien, charge, or encumbrance on any property or assets of the Pledgor, GGS, or GCI (other than the liens created by this Agreement and the other Loan Documents), or (d) violate, conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any material agreement, instrument, or obligation to which the Pledgor or any Issuer is a party or by which the Pledgor or any Issuer or any of their respective properties or assets are bound. For the avoidance of doubt, the existing $55,000,000 revolving credit facility with Prairie National Bank, N.A. shall be repaid in full at closing, and the related UCC financing statement filings (Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730) shall be terminated concurrently with the effectiveness of this Agreement.

Section 4.04 Ownership of Pledged Equity.

(a) The Pledgor is the sole record and beneficial owner of 100% of the GGS Membership Interests, free and clear of all liens, security interests, pledges, encumbrances, claims, options, warrants, restrictions on transfer, or other rights of any kind, except for (i) the lien and security interest created by this Agreement and the other Loan Documents, and (ii) the existing liens and security interests in favor of Prairie National Bank, N.A., which shall be terminated and released concurrently with the closing of the transactions contemplated by the Credit Agreement.

(b) The Pledgor is the sole record and beneficial owner of 100% of the issued and outstanding GCI Stock, free and clear of all liens, security interests, pledges, encumbrances, claims, options, warrants, restrictions on transfer, or other rights of any kind, except as noted in clause (a) above.

(c) There are no outstanding options, warrants, rights of conversion, rights of exchange, subscription rights, phantom equity arrangements, stock appreciation rights, profit participation rights, or other agreements, arrangements, or commitments of any kind that could result in the issuance of, or that give any person the right to acquire, any additional equity interests in GGS or GCI. All of the Pledged Equity has been duly authorized and validly issued, and, in the case of the GCI Stock, is fully paid and non-assessable.

Section 4.05 Description of Pledged Equity. The GGS Membership Interests and the GCI Stock are accurately and completely described on Schedule I hereto. GGS is a wholly owned subsidiary of GAP. GCI is a wholly owned subsidiary of GAP. GCI has its principal place of business at 780 Commerce Drive, Bloomington, Illinois 61701 (Illinois Secretary of State File No. 08294731). The information set forth on Schedule I is true, correct, and complete in all material respects as of the date hereof.

Section 4.06 Validity and Perfection. This Agreement creates a valid and enforceable security interest in the Pledged Collateral in favor of the Collateral Agent for the benefit of the Secured Parties. Upon (i) the filing of UCC-1 financing statements with the Iowa Secretary of State naming the Pledgor as debtor and the Collateral Agent as secured party and describing the Pledged Collateral, (ii) the delivery to the Collateral Agent of any certificates representing the GCI Stock and the GGS Membership Interests (if certificated), together with duly executed undated instruments of transfer in blank, and (iii) the taking of any other steps described in Article III hereof, such security interest shall be perfected and shall constitute a first-priority lien on and security interest in the Pledged Collateral, prior and superior to the rights of all other creditors of the Pledgor and any other person. No further filing, recording, registration, or other action is necessary or advisable to perfect, maintain, or protect such security interest, other than timely filing of UCC continuation statements as required by the UCC.

Section 4.07 No Consents Required. No consent, approval, authorization, or order of, or filing, recording, or registration with, any governmental authority, regulatory body, or other person (including any member, manager, director, shareholder, or partner of the Pledgor or any Issuer) is required for (a) the execution, delivery, and performance by the Pledgor of this Agreement, (b) the granting by the Pledgor of the pledge and security interest created hereunder, or (c) the creation and perfection of such pledge and security interest, except for (i) the filing of UCC-1 financing statements with the Iowa Secretary of State, and (ii) any filings, notices, or consents required under the organizational documents of GGS and GCI, all of which shall have been obtained or made on or prior to the Closing Date.

Section 4.08 Jurisdiction and Chief Executive Office.

(a) The Pledgor's jurisdiction of organization is the State of Iowa. The Pledgor's chief executive office and principal place of business is located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309.

(b) GGS's jurisdiction of organization is the State of Iowa. GGS's chief executive office and principal place of business is located at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309.

(c) GCI's jurisdiction of organization is the State of Illinois. GCI's chief executive office and principal place of business is located at 780 Commerce Drive, Bloomington, Illinois 61701.

Section 4.09 No Prior Assignments. The Pledgor has not previously pledged, assigned, hypothecated, or granted any security interest in any of the Pledged Collateral to any person other than Prairie National Bank, N.A. pursuant to the existing revolving credit facility referenced in Recital D (which pledge and security interest shall be released and terminated concurrently with the closing of the transactions contemplated by the Credit Agreement). There are no outstanding judgments, tax liens, or similar encumbrances affecting any of the Pledged Collateral.

Section 4.10 Compliance with Securities Laws. The Pledged Equity is exempt from registration under applicable federal and state securities laws, and no consent of, or filing with, the United States Securities and Exchange Commission or any state securities commission is required in connection with the execution and delivery of this Agreement or the creation or perfection of the security interests granted hereunder. The GGS Membership Interests are not "securities" governed by Article 8 of the UCC unless GGS has elected to have its membership interests treated as "securities" under Article 8 in its operating agreement. [Note: To be confirmed during due diligence — counsel to review the GGS Operating Agreement for any Article 8 opt-in provisions.] The GCI Stock [is/is not] certificated; to the extent the GCI Stock is uncertificated, the books and records of GCI shall be marked to reflect the security interest created hereby, and the Pledgor shall take all steps necessary to perfect the Collateral Agent's security interest in such uncertificated securities under Article 8 of the UCC, including causing GCI to register such security interest and deliver to the Collateral Agent a statement confirming such registration.

ARTICLE V

COVENANTS

The Pledgor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 5.01 Protection of Security Interest. The Pledgor shall, at its own cost and expense, take all actions necessary or reasonably requested by the Collateral Agent to maintain and protect the first-priority security interest of the Collateral Agent in the Pledged Collateral, including, without limitation, (a) executing, delivering, and filing, or causing to be executed, delivered, and filed, all UCC financing statements, continuation statements, amendments, and other filings and recordings as the Collateral Agent may from time to time reasonably request, (b) appearing in and defending any action or proceeding that may affect the Pledgor's title to, or the Collateral Agent's security interest in, the Pledged Collateral, and (c) paying all costs of filing, recording, and registration in connection with the foregoing. The Pledgor hereby authorizes the Collateral Agent to file UCC financing statements (and amendments and continuations thereof) describing the Pledged Collateral without the Pledgor's signature to the extent permitted by applicable law.

Section 5.02 No Disposition. The Pledgor shall not, without the prior written consent of the Collateral Agent, sell, transfer, assign, exchange, pledge, hypothecate, or otherwise dispose of, or grant any option, warrant, right of first refusal, or other right with respect to, any of the Pledged Collateral, except as expressly permitted by the Credit Agreement (including, without limitation, any Permitted Dispositions as defined therein). Any purported disposition of any Pledged Collateral in violation of this Section 5.02 shall be void and of no force or effect.

Section 5.03 No Additional Liens. The Pledgor shall not create, incur, assume, or permit to exist any lien, security interest, pledge, charge, encumbrance, or claim on or with respect to any of the Pledged Collateral, other than (a) the lien and security interest created by this Agreement, and (b) Permitted Liens (as defined in the Credit Agreement). The Pledgor shall defend the Pledged Collateral against, and take such other action as is necessary or reasonably requested by the Collateral Agent to remove, any lien, security interest, or claim on or to the Pledged Collateral (other than the foregoing permitted liens), and shall indemnify the Collateral Agent and the Secured Parties from and against any loss, cost, or expense (including reasonable attorneys' fees) incurred in connection therewith.

Section 5.04 Preservation of Existence and Value. The Pledgor shall:

(a) preserve and maintain, and cause each Issuer to preserve and maintain, the corporate or limited liability company existence of each Issuer in good standing under the laws of its jurisdiction of organization, and qualify and remain qualified, and cause each Issuer to qualify and remain qualified, as a foreign entity in each jurisdiction where the failure to so qualify could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement);

(b) preserve and protect, and cause each Issuer to preserve and protect, all rights, franchises, licenses, and permits material to the business of such Issuer; and

(c) not permit either Issuer to amend, modify, restate, supplement, or waive any material provision of its organizational documents (including the operating agreement of GGS and the certificate of incorporation and bylaws of GCI) in any manner that could reasonably be expected to be adverse to the rights or interests of the Collateral Agent or the Secured Parties, without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld, conditioned, or delayed).

Section 5.05 Maintenance of Records. The Pledgor shall maintain complete and accurate books and records of all Pledged Equity, including records identifying the type, amount, and percentage of equity interests constituting the Pledged Equity, and shall permit the Collateral Agent and its designated representatives (including accountants, auditors, and legal counsel) to inspect, examine, and make copies of and abstracts from such books and records at reasonable times during normal business hours and upon reasonable prior notice (which notice shall not be required during the continuance of an Event of Default).

Section 5.06 Payment of Taxes and Claims. The Pledgor shall cause each Issuer to pay and discharge, when due, all taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or property, and all lawful claims for labor, materials, and supplies that, if unpaid, might by law become a lien upon the property of such Issuer, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted, (b) adequate reserves in accordance with generally accepted accounting principles have been established with respect thereto, and (c) the failure to pay such amounts could not reasonably be expected to result in a lien on the Pledged Collateral (other than a Permitted Lien).

Section 5.07 Further Assurances. The Pledgor shall, at its own cost and expense, promptly execute and deliver, and cause each Issuer to execute and deliver, to the Collateral Agent such additional instruments, documents, certificates, agreements, and other writings, and take or cause to be taken such further actions, as the Collateral Agent may from time to time reasonably request to carry out the purposes and intent of this Agreement, to establish, create, perfect, maintain, protect, and preserve the first-priority security interest of the Collateral Agent in the Pledged Collateral, and to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Collateral.

Section 5.08 Notification of Changes. The Pledgor shall provide the Collateral Agent with at least thirty (30) days' prior written notice of any change in:

(a) the Pledgor's legal name (including any change by reason of merger, consolidation, conversion, or other reorganization);

(b) the Pledgor's jurisdiction of organization;

(d) the type of organization of either Issuer (including any conversion from a limited liability company to a corporation, or vice versa);

(e) the organizational identification number of the Pledgor or either Issuer; or

(f) any other matter that could reasonably be expected to impair the validity, perfection, or priority of the Collateral Agent's security interest in any of the Pledged Collateral.

The Pledgor shall not effect or permit any such change unless (i) the Pledgor shall have given the required notice to the Collateral Agent, (ii) all filings, amendments, and other actions necessary to maintain the perfection and priority of the Collateral Agent's security interest in the Pledged Collateral shall have been taken or made, and (iii) the Collateral Agent shall have confirmed in writing that it has no objection to such change.

Section 5.09 Distributions.

(a) Pre-Default Distributions. So long as no Event of Default has occurred and is continuing (or would result therefrom), the Pledgor shall be entitled to receive and retain all cash dividends and distributions paid on or in respect of the Pledged Equity, subject to compliance with the distribution limitations set forth in the Credit Agreement, including, without limitation, the requirements that (i) no Default or Event of Default shall have occurred and be continuing or would result from such distribution, (ii) the Pledgor's pro forma Excess Availability (after giving effect to such distribution) shall be not less than 20% of the then-applicable Borrowing Base, and (iii) the trailing twelve-month Fixed Charge Coverage Ratio shall be not less than 1.15 to 1.00.

(b) Post-Default Distributions. Upon the occurrence and during the continuance of an Event of Default, all dividends, distributions, and other payments in respect of the Pledged Equity (including all cash, instruments, securities, and other property distributed thereon) shall be paid directly to the Collateral Agent (or as the Collateral Agent may direct) and shall be applied to the Obligations in accordance with Section 7.03 hereof and the Credit Agreement. If the Pledgor shall receive any such dividends, distributions, or other payments after the occurrence and during the continuance of an Event of Default, the Pledgor shall hold the same in trust for the benefit of the Collateral Agent and the Secured Parties, segregated from the Pledgor's other funds and property, and shall promptly deliver the same to the Collateral Agent in the exact form received (endorsed to the Collateral Agent, if necessary).

Section 5.10 Compliance with Issuer Organizational Documents. The Pledgor shall comply in all material respects with the terms and conditions of the operating agreement of GGS and the certificate of incorporation and bylaws of GCI, in each case to the extent applicable to the Pledgor's ownership of the Pledged Equity, and shall not take any action or fail to take any action that would constitute a breach or default under such organizational documents if such breach or default could reasonably be expected to impair the value of the Pledged Collateral or the Collateral Agent's security interest therein.

ARTICLE VI

VOTING RIGHTS

Section 6.01 Voting Rights Prior to Event of Default. So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise any and all voting rights, consensual rights, and other management rights pertaining to the Pledged Equity for any purpose not inconsistent with the terms and provisions of this Agreement, the Credit Agreement, or the other Loan Documents, and not in any manner that would impair the value of the Pledged Collateral, the position or interests of the Collateral Agent, or the security interest created hereby. The Collateral Agent shall, if requested by the Pledgor and at the Pledgor's expense, execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that the Pledgor is entitled to exercise pursuant to this Section 6.01.

Section 6.02 Voting Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default:

(a) All rights of the Pledgor to exercise the voting and consensual rights that the Pledgor would otherwise be entitled to exercise pursuant to Section 6.01 hereof shall, at the option of the Collateral Agent (acting at the direction of the Required Lenders), cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights. Without limiting the generality of the foregoing, the Collateral Agent shall have the right to vote the Pledged Equity in favor of, or to consent to, any matter, including the election or removal of managers or directors, the approval or rejection of transactions, the amendment of organizational documents, and any other action that the Collateral Agent may determine to be necessary or appropriate in connection with the exercise of its remedies under this Agreement.

(b) The Pledgor hereby grants to the Collateral Agent an irrevocable proxy, coupled with an interest, to vote, consent, and take all other action with respect to the Pledged Equity upon and during the continuance of an Event of Default, and agrees that such proxy shall be effective automatically upon the occurrence of an Event of Default without any further action by any party. The Pledgor hereby revokes any and all prior proxies granted by the Pledgor with respect to the Pledged Equity.

(c) The Pledgor shall, promptly upon request by the Collateral Agent after the occurrence and during the continuance of an Event of Default, execute and deliver to the Collateral Agent such further instruments, powers of attorney, proxies, and other documents and agreements as the Collateral Agent may reasonably request to effectuate the Collateral Agent's exercise of such voting and consensual rights.

ARTICLE VII

REMEDIES

Section 7.01 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement:

(a) The Collateral Agent may exercise all rights and remedies available to a secured party under the UCC, under any other applicable law, and under this Agreement and the other Loan Documents. All rights and remedies of the Collateral Agent shall be cumulative and may be exercised singly, concurrently, or in any combination.

(b) Without limiting the generality of clause (a), the Collateral Agent may, without demand of performance or other demand, advertisement, or notice of any kind (except as specifically required by the UCC or other applicable law that cannot be waived) to or upon the Pledgor or any other person:

(i) transfer or register all or any part of the Pledged Equity in the name of the Collateral Agent or its nominee on the books and records of the applicable Issuer;

(ii) collect and receive all Pledged Distributions payable or distributable in respect of the Pledged Equity and apply the same to the Obligations;

(iii) exchange, convert, or redeem the Pledged Equity, or cause the Pledged Equity to be exchanged, converted, or redeemed, on such terms as the Collateral Agent may determine;

(iv) exercise any and all rights of the Pledgor with respect to the Pledged Equity, including all voting rights, management rights, consent rights, distribution rights, and other rights appurtenant thereto; and

(v) take any other action with respect to the Pledged Collateral that the Collateral Agent may deem necessary or appropriate.

Section 7.02 Sale of Pledged Collateral.

(a) The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to sell, assign, transfer, or otherwise dispose of all or any part of the Pledged Collateral at one or more public or private sales or other dispositions, for cash, credit, or any combination thereof, at such prices as the Collateral Agent may deem best, in its sole discretion, subject to the requirements of the UCC and any other applicable law. The Collateral Agent may conduct any such public sale at any broker's board, on any securities exchange on which the Pledged Equity (or similar securities) may be listed or traded, or at any office of the Collateral Agent or elsewhere, at such time or times, upon such terms, and in such manner as the Collateral Agent may determine. Each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right of the Pledgor.

(b) The Pledgor acknowledges and agrees that (i) the Pledged Equity constitutes restricted securities that may not be sold to the public without registration under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption therefrom, (ii) the Collateral Agent may be unable to effect a public sale of all or any part of the Pledged Equity by reason of certain restrictions and prohibitions contained in the Securities Act and applicable state securities laws, and (iii) the Collateral Agent may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Equity for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that a private sale or sales of the Pledged Equity made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner, and that the Collateral Agent shall have no obligation to engage in any public sale of the Pledged Equity or to delay a sale to permit registration under the Securities Act, even though the Pledged Equity might be sold at a higher price if so registered. The Pledgor shall cooperate with the Collateral Agent and take all reasonable steps requested by the Collateral Agent to facilitate any such sale, including, without limitation, furnishing financial and other information regarding the Issuers as the Collateral Agent may reasonably request.

(c) Ten (10) days' prior written notice of any public or private sale or other disposition of the Pledged Collateral shall constitute reasonable notification thereof to the Pledgor within the meaning of the UCC. The Pledgor waives any right to receive greater or different notice of any proposed sale or disposition.

(d) The Collateral Agent may, at any public sale, and, to the extent permitted by applicable law, at any private sale, purchase all or any portion of the Pledged Collateral being sold, free from any right of redemption by the Pledgor, which right of redemption the Pledgor hereby releases and waives to the fullest extent permitted by applicable law.

Section 7.03 Application of Proceeds. The proceeds of any sale, disposition, or other realization upon all or any part of the Pledged Collateral shall be applied by the Collateral Agent as follows:

First: to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with such sale, disposition, or other realization, including, without limitation, all court costs, attorneys' fees and expenses, appraisal fees, brokerage commissions, and other expenses of collection and sale;

Second: to the payment of the Obligations in such order and manner as provided in Section [__] of the Credit Agreement (the "Waterfall Provision"), until all Obligations have been paid in full in cash;

Third: any surplus remaining after the full and final payment of all Obligations, to the Pledgor or to whomever may be lawfully entitled thereto, or as a court of competent jurisdiction may direct.

The Pledgor shall remain liable for any deficiency remaining after the application of the proceeds of the Pledged Collateral to the Obligations. Any such deficiency shall bear interest at the default rate specified in the Credit Agreement from the date of determination until paid in full.

Section 7.04 Registration Rights Waiver. The Pledgor acknowledges that the Collateral Agent's exercise of remedies hereunder may involve the sale of the Pledged Equity in transactions that do not comply with the registration requirements of the Securities Act or applicable state securities laws. The Pledgor agrees not to assert, and hereby waives, any claims against the Collateral Agent or any Secured Party arising from or relating to the Collateral Agent's exercise of remedies hereunder, including, without limitation, any claim that a private sale is not conducted in a commercially reasonable manner merely because it is conducted without registration under the Securities Act. The Pledgor further agrees not to take any action that would impede, delay, or hinder the Collateral Agent's exercise of remedies hereunder, and shall use commercially reasonable efforts to assist the Collateral Agent in effecting any sale or disposition of the Pledged Collateral.

Section 7.05 Cumulative Remedies. All rights and remedies of the Collateral Agent hereunder are cumulative and not exclusive of any other rights or remedies that the Collateral Agent or any Secured Party may have under the Credit Agreement, the Security Agreement, the Guaranty, the Mortgages, or any other Loan Document, or under applicable law, whether at law, in equity, or otherwise. The exercise of any one or more rights or remedies shall not preclude the simultaneous or subsequent exercise of any other right or remedy. No delay or omission on the part of the Collateral Agent or any Secured Party in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

ARTICLE VIII

THE COLLATERAL AGENT

Section 8.01 Appointment and Authority. Reference is hereby made to the Credit Agreement for provisions relating to the appointment and authority of Heartland Commerce Bank, N.A. as Collateral Agent. The Collateral Agent acts hereunder for the benefit of the Secured Parties and is authorized to take all actions and to exercise all powers hereunder that are expressly delegated to the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The rights, powers, duties, and obligations of the Collateral Agent under this Agreement are subject to, and shall be governed by, the provisions of the Credit Agreement relating to the Collateral Agent, all of which are incorporated herein by reference and shall apply mutatis mutandis as if fully set forth herein.

Section 8.02 Collateral Agent's Duties. The Collateral Agent shall not have any duty or obligation to exercise any right, power, or remedy granted to it hereunder, or to take any action with respect to the Pledged Collateral, except as expressly directed in writing by the Required Lenders (or such other percentage of Lenders as may be required under the Credit Agreement), and then only if the Collateral Agent shall have been provided with adequate indemnification and security as it may reasonably require. The Collateral Agent shall not be responsible for the existence, genuineness, value, condition, or sufficiency of any Pledged Collateral, the validity or perfection of the security interest created hereunder, or the priority of such security interest, except to the extent of its own gross negligence or willful misconduct. The Collateral Agent shall have no duty to verify or confirm the accuracy of any information or representations furnished to it by the Pledgor or any other person.

Section 8.03 Exculpation. The Collateral Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, except for its own gross negligence or willful misconduct (each as determined by a court of competent jurisdiction in a final, non-appealable judgment). Without limiting the generality of the foregoing, the Collateral Agent (a) may rely upon any notice, consent, certificate, statement, or other writing (including any electronic communication) believed by it in good faith to be genuine and correct and to have been signed, sent, or made by or on behalf of the proper person, and shall not be required to make any investigation into the facts or matters stated therein, (b) may consult with legal counsel, accountants, and other experts selected by it, and shall not be liable for any action taken or omitted in accordance with the advice of any such counsel, accountants, or experts, and (c) shall not be deemed to have notice or knowledge of any Default or Event of Default unless and until it shall have received written notice thereof from the Pledgor or a Lender.

Section 8.04 Successor Collateral Agent. Any successor Collateral Agent appointed pursuant to the provisions of the Credit Agreement shall thereupon succeed to and become vested with all of the rights, powers, privileges, duties, and obligations of the Collateral Agent under this Agreement, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal, the provisions of this Article VIII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent hereunder.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be given and delivered in accordance with the notice provisions of Section [__] of the Credit Agreement. All such notices shall be addressed as follows (or to such other address as may be designated by a party in a written notice to the other parties):

If to the Pledgor:

Greenfield Agricultural Partners LLC 4100 Grand Prairie Boulevard, Suite 300 Des Moines, Iowa 50309

Attention: Nina Vasquez, General Counsel

Telephone: [____]

Email: [____]

with a copy to (which shall not constitute notice):

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

Attention: Ian Blackwood

Telephone: [____]

Email: [____]

If to the Collateral Agent:

Heartland Commerce Bank, National Association 200 South Wacker Drive, 40th Floor Chicago, Illinois 60606

Attention: Allison Kuo, Vice President, ABL Structuring

Telephone: [____]

Email: [____]

with a copy to (which shall not constitute notice):

Kessler, Brandt & Whitfield LLP 311 South Wacker Drive, Suite 5400 Chicago, Illinois 60606

Attention: Richard Whitfield

Telephone: [____]

Email: [____]

Section 9.02 Amendments and Waivers. No amendment, modification, supplement, termination, or waiver of or to any provision of this Agreement, and no consent to any departure by the Pledgor therefrom, shall be effective unless the same shall be in writing and signed by the Pledgor and the Collateral Agent (with the consent of the Required Lenders to the extent required under the Credit Agreement), and then 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 waiver of any provision of this Agreement and no consent to any departure by the Pledgor therefrom shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No waiver of any breach shall constitute a waiver of any other or subsequent breach, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power.

Section 9.03 Termination; Release. This Agreement and the pledge, security interest, and liens created hereunder shall terminate, and the Pledged Collateral shall be released from the liens and security interests created hereby, upon the first date (the "Termination Date") on which all of the following conditions shall have been satisfied: (a) all Obligations shall have been irrevocably paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), (b) all commitments of the Lenders to make Loans or issue Letters of Credit under the Credit Agreement shall have been irrevocably terminated, and (c) all Letters of Credit shall have been terminated, expired, or been fully cash collateralized in accordance with the terms of the Credit Agreement. Upon the Termination Date, the Collateral Agent shall, at the sole cost and expense of the Pledgor, promptly (and in any event within ten (10) business days) (i) execute and deliver to the Pledgor all instruments, documents, and agreements reasonably requested by the Pledgor to evidence the release and termination of the pledge, security interest, and liens created hereunder, (ii) return to the Pledgor all certificates, instruments, and other items constituting the Pledged Collateral then held by the Collateral Agent, and (iii) file, or authorize the Pledgor to file, UCC-3 termination statements and other instruments necessary or appropriate to terminate the security interest created hereunder of record.

Section 9.04 Successors and Assigns. This Agreement shall be binding upon the Pledgor and its successors and assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing sentence, the Collateral Agent may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement and this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to the Collateral Agent herein or otherwise, in each case as and to the extent provided in the Credit Agreement. The Pledgor may not assign or delegate its rights or obligations hereunder, in whole or in part, without the prior written consent of the Collateral Agent, and any attempted assignment without such consent shall be null and void.

Section 9.05 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION; PROVIDED, HOWEVER, THAT (A) THE CREATION, ATTACHMENT, PERFECTION, AND PRIORITY OF THE SECURITY INTERESTS GRANTED HEREUNDER IN THE PLEDGED COLLATERAL SHALL BE GOVERNED BY THE UCC AS IN EFFECT IN THE RELEVANT JURISDICTION, AND (B) THE INTERNAL AFFAIRS OF EACH ISSUER SHALL BE GOVERNED BY THE LAWS OF ITS JURISDICTION OF ORGANIZATION.

Section 9.06 Submission to Jurisdiction; Venue. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Illinois sitting in Cook County, Illinois, and of the United States District Court for the Northern District of Illinois (sitting in Chicago, Illinois), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Illinois state or federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this Section 9.06. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 9.07 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRRE

DRAFT — Prepared by Calderwood & Harkness LLP — Subject to Review and Comment by All Parties
PLEDGE AGREEMENT
dated as of
[___, 20_]
by and between
GREENFIELD AGRICULTURAL PARTNERS LLC, as Pledgor,
and
HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties
Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Matter No. 1020-00001
PLEDGE AGREEMENT
This PLEDGE AGREEMENT (this "Agreement") is entered into as of [___, 20_], by and between GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company ("Pledgor" or "GAP"), having its principal place of business at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, and HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association ("Collateral Agent" or "Agent"), having its principal office at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606, acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement referred to below).
RECITALS
A. The Credit Agreement. The Pledgor, as Borrower, Greenfield Holdings Corp., a Delaware corporation ("Holdings"), Greenfield Grain Storage LLC, an Iowa limited liability company ("GGS"), and Greenfield Crop Inputs Inc., an Illinois corporation ("GCI"), as Guarantors, the Lenders party thereto from time to time (including Heartland Commerce Bank, N.A. (with a commitment of $40,000,000), Meridian Agricultural Credit Corporation (with a commitment of $25,000,000), and Tallgrass Capital Fund II, LP (with a commitment of $15,000,000)), and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent, have entered into that certain Credit Agreement dated as of [___, 20_] (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), providing for, among other things, a senior secured asset-based revolving credit facility in an aggregate principal amount of $80,000,000.
B. The Pledged Interests. The Pledgor is the sole member and owner of 100% of the membership interests in Greenfield Grain Storage LLC, an Iowa limited liability company (EIN: 84-2093417), and the sole shareholder and owner of 100% of the issued and outstanding capital stock of Greenfield Crop Inputs Inc., an Illinois corporation (EIN: 37-6182049; Illinois Secretary of State File No. 08294731).
C. Requirement under Credit Agreement. The Credit Agreement requires, as a condition precedent to the making of Loans thereunder, that the Pledgor execute and deliver this Pledge Agreement to the Collateral Agent for the benefit of the Secured Parties to secure the Obligations (as defined in the Credit Agreement).
D. Consideration. The Pledgor will derive substantial direct and indirect benefit from the extensions of credit under the Credit Agreement, including the refinancing and repayment of the existing $55,000,000 revolving credit facility with Prairie National Bank, N.A., the provision of seasonal working capital for the Pledgor's agricultural operations, and the general enhancement of the Pledgor's financial flexibility and liquidity position. The Pledgor acknowledges that the extensions of credit under the Credit Agreement constitute adequate and sufficient consideration for the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
"Administrative Agent" means Heartland Commerce Bank, N.A., in its capacity as administrative agent under the Credit Agreement, together with any successors and assigns in such capacity.
"Agreement" means this Pledge Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Closing Date" has the meaning set forth in the Credit Agreement.
"Collateral Agent" means Heartland Commerce Bank, N.A., in its capacity as collateral agent under the Credit Agreement, the Security Agreement, and this Agreement, together with any successors and assigns in such capacity.
"Credit Agreement" has the meaning set forth in Recital A hereof, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Event of Default" has the meaning set forth in the Credit Agreement.
"GCI" means Greenfield Crop Inputs Inc., an Illinois corporation.
"GCI Stock" means all of the issued and outstanding shares of capital stock of Greenfield Crop Inputs Inc., consisting of [__] shares of common stock, [par value $[__] per share / no par value], representing 100% of the issued and outstanding equity interests in GCI, as more particularly described on Schedule I hereto, together with any additional shares of capital stock of GCI hereafter acquired by the Pledgor.
"GGS" means Greenfield Grain Storage LLC, an Iowa limited liability company.
"GGS Membership Interests" means 100% of the membership interests in Greenfield Grain Storage LLC, as more particularly described on Schedule I hereto, together with any additional membership interests in GGS hereafter acquired by the Pledgor.
"Guaranty" means the Guaranty Agreement dated as of even date herewith among Holdings, GGS, GCI, and the Collateral Agent, for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Holdings" means Greenfield Holdings Corp., a Delaware corporation (EIN: 82-5047391; Delaware Secretary of State File No. 7291538).
"Issuer" or "Issuers" means each of GGS and GCI, individually an "Issuer" and collectively, the "Issuers."
"Lenders" means the lenders party to the Credit Agreement from time to time, including initially Heartland Commerce Bank, N.A., Meridian Agricultural Credit Corporation, and Tallgrass Capital Fund II, LP.
"Loan Documents" means the Credit Agreement, this Agreement, the Security Agreement, the Guaranty, the Mortgages, the Deposit Account Control Agreements, the Assignment of Insurance, and each other document, instrument, or agreement delivered in connection therewith, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Obligations" has the meaning set forth in the Credit Agreement and includes, without limitation, all indebtedness, liabilities, and obligations of the Borrower and the Guarantors to the Secured Parties arising under or in connection with the Loan Documents, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all principal, interest, fees, charges, expenses, indemnities, reimbursement obligations, and other amounts payable under the Loan Documents.
"Pledged Additional Rights" means all rights, privileges, powers, and preferences pertaining to the Pledged Equity, including, without limitation, all voting rights, rights to receive distributions, liquidation preferences, preemptive rights, subscription rights, tag-along and drag-along rights, rights of first refusal, rights of first offer, information rights, inspection rights, rights to appoint managers or directors, and all other rights appurtenant to or arising from the Pledged Equity.
"Pledged Collateral" has the meaning set forth in Section 2.01 hereof.
"Pledged Distributions" means all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of, on account of, or in exchange for any or all of the Pledged Equity, whether such dividends, distributions, or other property are paid in cash, property, securities, or otherwise.
"Pledged Equity" means, collectively, the GGS Membership Interests and the GCI Stock, together with any additional equity interests in the Issuers or any other subsidiary hereafter acquired by the Pledgor.
"Proceeds" has the meaning set forth in the UCC and includes, without limitation, all proceeds of every kind and nature of the Pledged Collateral, including all cash and non-cash proceeds, insurance proceeds, condemnation awards, and any other amounts received upon the sale, exchange, collection, or other disposition of the Pledged Collateral.
"Required Lenders" has the meaning set forth in the Credit Agreement.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, and each other holder of Obligations from time to time.
"Security Agreement" means the Security Agreement dated as of even date herewith among GAP, GGS, GCI, and the Collateral Agent, for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Termination Date" has the meaning set forth in Section 9.03 hereof.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of Illinois or, when the context requires or when required by its terms, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.
Section 1.02 Credit Agreement Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this Agreement mutatis mutandis.
Section 1.03 UCC Definitions. Terms defined in the UCC and not otherwise defined herein or in the Credit Agreement shall have the meanings set forth in the UCC as in effect on the date hereof; provided, however, that if a term is defined in Article 9 of the UCC differently from the way it is defined in another Article of the UCC, the term shall have the meaning specified in Article 9.
Section 1.04 Rules of Construction. Unless the context of this Agreement otherwise clearly requires, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to any gender include the other genders, (c) the words "include," "includes," and "including" do not limit the preceding terms or words and shall be deemed to be followed by the words "without limitation," (d) the terms "hereof," "herein," "hereunder," "hereto," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms "Article," "Section," "Schedule," and "Exhibit" refer to the specified Article, Section, Schedule, or Exhibit of or to this Agreement, (f) unless otherwise stated, all references to any agreement, instrument, or document shall be deemed to include all subsequent amendments, restatements, extensions, supplements, and other modifications thereto, and (g) all references to any statute, rule, or regulation shall include all subsequent amendments thereto and any successor statutes, rules, or regulations. The recitals and schedules and exhibits attached hereto are incorporated herein by reference and made a part hereof for all purposes.
ARTICLE II
PLEDGE AND GRANT OF SECURITY INTEREST
Section 2.01 Pledge and Grant. As security for the prompt and complete payment, performance, and observance of all Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in and lien upon all of the Pledgor's right, title, and interest in, to, and under the following, whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the "Pledged Collateral"):
(a) the GGS Membership Interests, consisting of 100% of the membership interests in Greenfield Grain Storage LLC, as more particularly described on Schedule I hereto;
(b) the GCI Stock, consisting of 100% of the issued and outstanding shares of capital stock of Greenfield Crop Inputs Inc., as more particularly described on Schedule I hereto;
(c) all Pledged Distributions;
(d) all Pledged Additional Rights;
(e) all Proceeds of any and all of the foregoing Pledged Collateral; and
(f) all additional equity interests, if any, in the Issuers or any other subsidiary from time to time hereafter delivered to or otherwise acquired by the Pledgor, together with any certificates, instruments, or other documents representing or evidencing any of the foregoing.
Section 2.02 Security for Obligations. The Pledged Collateral secures the prompt and complete payment, performance, and observance of all Obligations, including, without limitation, (a) all loans, advances, and extensions of credit made by the Lenders to the Borrower under the Credit Agreement, (b) all accrued and unpaid interest on such loans and advances (including interest accruing at the default rate and interest accruing after the filing of any petition in bankruptcy or similar proceeding, whether or not such interest is an allowed claim in such proceeding), (c) all fees payable under the Credit Agreement and the other Loan Documents, including the upfront fee, the administrative agent fee, the unused line fee, and letter of credit fees, (d) all expenses, costs, and charges payable by the Borrower under the Loan Documents, including all reasonable attorneys' fees and expenses, (e) all indemnification obligations of the Borrower under the Loan Documents, and (f) all other indebtedness, liabilities, and obligations of the Borrower and the Guarantors to the Secured Parties arising under or in connection with the Loan Documents, in each case whether now existing or hereafter arising, direct or indirect, absolute or contingent, matured or unmatured, and howsoever evidenced.
Section 2.03 Continuing Security Interest. The pledge and security interest granted hereby shall be a continuing security interest and shall remain in full force and effect until the Termination Date (as defined in Section 9.03 hereof). The pledge and security interest granted hereby shall not be affected, modified, or impaired by (a) any renewal, extension, increase, or modification of the Obligations, (b) any surrender, exchange, substitution, or release of any other collateral for the Obligations, (c) any release of any Guarantor or other person liable for the Obligations, or (d) any other circumstances that might otherwise constitute a defense available to, or discharge of, the Pledgor hereunder or with respect to the Obligations.
ARTICLE III
DELIVERY OF PLEDGED COLLATERAL
Section 3.01 Delivery of Certificates and Instruments.
(a) GCI Stock. On or prior to the Closing Date, the Pledgor shall deliver to the Collateral Agent all certificates, if any, representing the GCI Stock, in each case accompanied by duly executed undated stock powers or instruments of transfer executed in blank by the Pledgor, in form and substance reasonably satisfactory to the Collateral Agent and its counsel. If no certificates representing the GCI Stock have been issued as of the Closing Date, the Pledgor shall cause GCI to issue certificates representing the GCI Stock and shall deliver such certificates, together with duly executed undated stock powers in blank, to the Collateral Agent within five (5) business days after the Closing Date.
(b) GGS Membership Interests. If any membership interest certificates have been issued with respect to the GGS Membership Interests, the Pledgor shall, on or prior to the Closing Date, deliver to the Collateral Agent all such certificates, accompanied by duly executed undated instruments of transfer executed in blank by the Pledgor, in form and substance reasonably satisfactory to the Collateral Agent and its counsel. If no certificates have been issued with respect to the GGS Membership Interests, the Pledgor shall take all steps necessary to perfect the Collateral Agent's security interest under Article 8 or Article 9 of the UCC, as applicable, including, without limitation, (i) obtaining any acknowledgment, consent, or agreement required under the operating agreement of GGS, (ii) causing GGS to register the security interest created hereby on its books and records, and (iii) filing UCC-1 financing statements as contemplated by Section 3.02 hereof.
Section 3.02 Uncertificated Interests. To the extent the GGS Membership Interests are not represented by certificates and are not securities within the meaning of Article 8 of the UCC, the Pledgor shall:
(a) cause the Collateral Agent's security interest to be noted on the books and records of GGS and cause GGS to register such security interest in such manner as the Collateral Agent may reasonably require;
(b) deliver to the Collateral Agent a fully executed acknowledgment and consent from GGS, in substantially the form attached hereto as Exhibit A or in such other form as shall be reasonably satisfactory to the Collateral Agent and its counsel;
(c) take all other steps necessary to perfect the Collateral Agent's security interest in the GGS Membership Interests under the applicable provisions of the UCC, including, without limitation, filing a UCC-1 financing statement naming the Pledgor as debtor and the Collateral Agent as secured party with the Iowa Secretary of State, covering all of the Pledgor's right, title, and interest in the GGS Membership Interests and the other Pledged Collateral; and
(d) if at any time the GGS Membership Interests become "securities" within the meaning of Article 8 of the UCC (whether by virtue of an opt-in election under the operating agreement of GGS or otherwise), promptly notify the Collateral Agent thereof and deliver to the Collateral Agent all certificates representing such membership interests, together with duly executed undated instruments of transfer in blank.
Section 3.03 Additional Pledged Equity. If at any time after the date hereof the Pledgor shall acquire or become entitled to any additional equity interests in GGS, GCI, or any other subsidiary (whether by way of stock dividend, stock split, reclassification, reorganization, conversion, exchange, or otherwise), the Pledgor shall promptly (and in any event within ten (10) business days after such acquisition or entitlement):
(a) deliver to the Collateral Agent any certificates or other instruments representing such additional equity interests, together with duly executed undated instruments of transfer in blank, in form and substance reasonably satisfactory to the Collateral Agent;
(b) notify the Collateral Agent in writing of such acquisition, identifying the Issuer, the type and number of interests acquired, and the percentage of outstanding equity interests of such Issuer represented thereby;
(c) take all actions necessary or reasonably requested by the Collateral Agent to perfect its security interest in such additional equity interests; and
(d) deliver a supplement to Schedule I hereto reflecting such additional equity interests.
Such additional equity interests shall automatically constitute Pledged Equity hereunder and shall be subject to all of the terms, conditions, and provisions of this Agreement without the necessity of any further action by any party.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Pledgor hereby represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and as of the Closing Date, as follows:
Section 4.01 Organization and Standing of Pledgor. The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa (Iowa Secretary of State Filing No. 622847; EIN: 47-3918265). The Pledgor's principal place of business is located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. The Pledgor's registered agent for service of process in the State of Iowa is Capitol Registered Agents, Inc., 221 East Walnut Street, Des Moines, Iowa 50309. The Pledgor has full power and authority to own its properties and to conduct its business as presently conducted and as proposed to be conducted.
Section 4.02 Authorization; Enforceability. The Pledgor has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary limited liability company action on the part of the Pledgor, including the approval of its sole member, Greenfield Holdings Corp. No other action, consent, or approval on the part of the Pledgor or any other person is required in connection with the execution, delivery, and performance of this Agreement by the Pledgor. This Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws affecting creditors' rights generally, and (b) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.
Section 4.03 No Conflicts. The execution, delivery, and performance by the Pledgor of this Agreement, the granting of the security interests hereunder, and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with the Certificate of Organization, Operating Agreement, or any other organizational documents of the Pledgor, GGS, or GCI, (b) violate or conflict with any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or award binding on the Pledgor, GGS, or GCI, (c) result in the creation or imposition of any lien, charge, or encumbrance on any property or assets of the Pledgor, GGS, or GCI (other than the liens created by this Agreement and the other Loan Documents), or (d) violate, conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any material agreement, instrument, or obligation to which the Pledgor or any Issuer is a party or by which the Pledgor or any Issuer or any of their respective properties or assets are bound. For the avoidance of doubt, the existing $55,000,000 revolving credit facility with Prairie National Bank, N.A. shall be repaid in full at closing, and the related UCC financing statement filings (Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730) shall be terminated concurrently with the effectiveness of this Agreement.
Section 4.04 Ownership of Pledged Equity.
(a) The Pledgor is the sole record and beneficial owner of 100% of the GGS Membership Interests, free and clear of all liens, security interests, pledges, encumbrances, claims, options, warrants, restrictions on transfer, or other rights of any kind, except for (i) the lien and security interest created by this Agreement and the other Loan Documents, and (ii) the existing liens and security interests in favor of Prairie National Bank, N.A., which shall be terminated and released concurrently with the closing of the transactions contemplated by the Credit Agreement.
(b) The Pledgor is the sole record and beneficial owner of 100% of the issued and outstanding GCI Stock, free and clear of all liens, security interests, pledges, encumbrances, claims, options, warrants, restrictions on transfer, or other rights of any kind, except as noted in clause (a) above.
(c) There are no outstanding options, warrants, rights of conversion, rights of exchange, subscription rights, phantom equity arrangements, stock appreciation rights, profit participation rights, or other agreements, arrangements, or commitments of any kind that could result in the issuance of, or that give any person the right to acquire, any additional equity interests in GGS or GCI. All of the Pledged Equity has been duly authorized and validly issued, and, in the case of the GCI Stock, is fully paid and non-assessable.
Section 4.05 Description of Pledged Equity. The GGS Membership Interests and the GCI Stock are accurately and completely described on Schedule I hereto. GGS is a wholly owned subsidiary of GAP. GCI is a wholly owned subsidiary of GAP. GCI has its principal place of business at 780 Commerce Drive, Bloomington, Illinois 61701 (Illinois Secretary of State File No. 08294731). The information set forth on Schedule I is true, correct, and complete in all material respects as of the date hereof.
Section 4.06 Validity and Perfection. This Agreement creates a valid and enforceable security interest in the Pledged Collateral in favor of the Collateral Agent for the benefit of the Secured Parties. Upon (i) the filing of UCC-1 financing statements with the Iowa Secretary of State naming the Pledgor as debtor and the Collateral Agent as secured party and describing the Pledged Collateral, (ii) the delivery to the Collateral Agent of any certificates representing the GCI Stock and the GGS Membership Interests (if certificated), together with duly executed undated instruments of transfer in blank, and (iii) the taking of any other steps described in Article III hereof, such security interest shall be perfected and shall constitute a first-priority lien on and security interest in the Pledged Collateral, prior and superior to the rights of all other creditors of the Pledgor and any other person. No further filing, recording, registration, or other action is necessary or advisable to perfect, maintain, or protect such security interest, other than timely filing of UCC continuation statements as required by the UCC.
Section 4.07 No Consents Required. No consent, approval, authorization, or order of, or filing, recording, or registration with, any governmental authority, regulatory body, or other person (including any member, manager, director, shareholder, or partner of the Pledgor or any Issuer) is required for (a) the execution, delivery, and performance by the Pledgor of this Agreement, (b) the granting by the Pledgor of the pledge and security interest created hereunder, or (c) the creation and perfection of such pledge and security interest, except for (i) the filing of UCC-1 financing statements with the Iowa Secretary of State, and (ii) any filings, notices, or consents required under the organizational documents of GGS and GCI, all of which shall have been obtained or made on or prior to the Closing Date.
Section 4.08 Jurisdiction and Chief Executive Office.
(a) The Pledgor's jurisdiction of organization is the State of Iowa. The Pledgor's chief executive office and principal place of business is located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309.
(b) GGS's jurisdiction of organization is the State of Iowa. GGS's chief executive office and principal place of business is located at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309.
(c) GCI's jurisdiction of organization is the State of Illinois. GCI's chief executive office and principal place of business is located at 780 Commerce Drive, Bloomington, Illinois 61701.
Section 4.09 No Prior Assignments. The Pledgor has not previously pledged, assigned, hypothecated, or granted any security interest in any of the Pledged Collateral to any person other than Prairie National Bank, N.A. pursuant to the existing revolving credit facility referenced in Recital D (which pledge and security interest shall be released and terminated concurrently with the closing of the transactions contemplated by the Credit Agreement). There are no outstanding judgments, tax liens, or similar encumbrances affecting any of the Pledged Collateral.
Section 4.10 Compliance with Securities Laws. The Pledged Equity is exempt from registration under applicable federal and state securities laws, and no consent of, or filing with, the United States Securities and Exchange Commission or any state securities commission is required in connection with the execution and delivery of this Agreement or the creation or perfection of the security interests granted hereunder. The GGS Membership Interests are not "securities" governed by Article 8 of the UCC unless GGS has elected to have its membership interests treated as "securities" under Article 8 in its operating agreement. [Note: To be confirmed during due diligence — counsel to review the GGS Operating Agreement for any Article 8 opt-in provisions.] The GCI Stock [is/is not] certificated; to the extent the GCI Stock is uncertificated, the books and records of GCI shall be marked to reflect the security interest created hereby, and the Pledgor shall take all steps necessary to perfect the Collateral Agent's security interest in such uncertificated securities under Article 8 of the UCC, including causing GCI to register such security interest and deliver to the Collateral Agent a statement confirming such registration.
ARTICLE V
COVENANTS
The Pledgor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:
Section 5.01 Protection of Security Interest. The Pledgor shall, at its own cost and expense, take all actions necessary or reasonably requested by the Collateral Agent to maintain and protect the first-priority security interest of the Collateral Agent in the Pledged Collateral, including, without limitation, (a) executing, delivering, and filing, or causing to be executed, delivered, and filed, all UCC financing statements, continuation statements, amendments, and other filings and recordings as the Collateral Agent may from time to time reasonably request, (b) appearing in and defending any action or proceeding that may affect the Pledgor's title to, or the Collateral Agent's security interest in, the Pledged Collateral, and (c) paying all costs of filing, recording, and registration in connection with the foregoing. The Pledgor hereby authorizes the Collateral Agent to file UCC financing statements (and amendments and continuations thereof) describing the Pledged Collateral without the Pledgor's signature to the extent permitted by applicable law.
Section 5.02 No Disposition. The Pledgor shall not, without the prior written consent of the Collateral Agent, sell, transfer, assign, exchange, pledge, hypothecate, or otherwise dispose of, or grant any option, warrant, right of first refusal, or other right with respect to, any of the Pledged Collateral, except as expressly permitted by the Credit Agreement (including, without limitation, any Permitted Dispositions as defined therein). Any purported disposition of any Pledged Collateral in violation of this Section 5.02 shall be void and of no force or effect.
Section 5.03 No Additional Liens. The Pledgor shall not create, incur, assume, or permit to exist any lien, security interest, pledge, charge, encumbrance, or claim on or with respect to any of the Pledged Collateral, other than (a) the lien and security interest created by this Agreement, and (b) Permitted Liens (as defined in the Credit Agreement). The Pledgor shall defend the Pledged Collateral against, and take such other action as is necessary or reasonably requested by the Collateral Agent to remove, any lien, security interest, or claim on or to the Pledged Collateral (other than the foregoing permitted liens), and shall indemnify the Collateral Agent and the Secured Parties from and against any loss, cost, or expense (including reasonable attorneys' fees) incurred in connection therewith.
Section 5.04 Preservation of Existence and Value. The Pledgor shall:
(a) preserve and maintain, and cause each Issuer to preserve and maintain, the corporate or limited liability company existence of each Issuer in good standing under the laws of its jurisdiction of organization, and qualify and remain qualified, and cause each Issuer to qualify and remain qualified, as a foreign entity in each jurisdiction where the failure to so qualify could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement);
(b) preserve and protect, and cause each Issuer to preserve and protect, all rights, franchises, licenses, and permits material to the business of such Issuer; and
(c) not permit either Issuer to amend, modify, restate, supplement, or waive any material provision of its organizational documents (including the operating agreement of GGS and the certificate of incorporation and bylaws of GCI) in any manner that could reasonably be expected to be adverse to the rights or interests of the Collateral Agent or the Secured Parties, without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld, conditioned, or delayed).
Section 5.05 Maintenance of Records. The Pledgor shall maintain complete and accurate books and records of all Pledged Equity, including records identifying the type, amount, and percentage of equity interests constituting the Pledged Equity, and shall permit the Collateral Agent and its designated representatives (including accountants, auditors, and legal counsel) to inspect, examine, and make copies of and abstracts from such books and records at reasonable times during normal business hours and upon reasonable prior notice (which notice shall not be required during the continuance of an Event of Default).
Section 5.06 Payment of Taxes and Claims. The Pledgor shall cause each Issuer to pay and discharge, when due, all taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or property, and all lawful claims for labor, materials, and supplies that, if unpaid, might by law become a lien upon the property of such Issuer, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings diligently conducted, (b) adequate reserves in accordance with generally accepted accounting principles have been established with respect thereto, and (c) the failure to pay such amounts could not reasonably be expected to result in a lien on the Pledged Collateral (other than a Permitted Lien).
Section 5.07 Further Assurances. The Pledgor shall, at its own cost and expense, promptly execute and deliver, and cause each Issuer to execute and deliver, to the Collateral Agent such additional instruments, documents, certificates, agreements, and other writings, and take or cause to be taken such further actions, as the Collateral Agent may from time to time reasonably request to carry out the purposes and intent of this Agreement, to establish, create, perfect, maintain, protect, and preserve the first-priority security interest of the Collateral Agent in the Pledged Collateral, and to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Collateral.
Section 5.08 Notification of Changes. The Pledgor shall provide the Collateral Agent with at least thirty (30) days' prior written notice of any change in:
(a) the Pledgor's legal name (including any change by reason of merger, consolidation, conversion, or other reorganization);
(b) the Pledgor's jurisdiction of organization;
(c) the Pledgor's chief executive office, principal place of business, or mailing address;
(d) the type of organization of either Issuer (including any conversion from a limited liability company to a corporation, or vice versa);
(e) the organizational identification number of the Pledgor or either Issuer; or
(f) any other matter that could reasonably be expected to impair the validity, perfection, or priority of the Collateral Agent's security interest in any of the Pledged Collateral.
The Pledgor shall not effect or permit any such change unless (i) the Pledgor shall have given the required notice to the Collateral Agent, (ii) all filings, amendments, and other actions necessary to maintain the perfection and priority of the Collateral Agent's security interest in the Pledged Collateral shall have been taken or made, and (iii) the Collateral Agent shall have confirmed in writing that it has no objection to such change.
Section 5.09 Distributions.
(a) Pre-Default Distributions. So long as no Event of Default has occurred and is continuing (or would result therefrom), the Pledgor shall be entitled to receive and retain all cash dividends and distributions paid on or in respect of the Pledged Equity, subject to compliance with the distribution limitations set forth in the Credit Agreement, including, without limitation, the requirements that (i) no Default or Event of Default shall have occurred and be continuing or would result from such distribution, (ii) the Pledgor's pro forma Excess Availability (after giving effect to such distribution) shall be not less than 20% of the then-applicable Borrowing Base, and (iii) the trailing twelve-month Fixed Charge Coverage Ratio shall be not less than 1.15 to 1.00.
(b) Post-Default Distributions. Upon the occurrence and during the continuance of an Event of Default, all dividends, distributions, and other payments in respect of the Pledged Equity (including all cash, instruments, securities, and other property distributed thereon) shall be paid directly to the Collateral Agent (or as the Collateral Agent may direct) and shall be applied to the Obligations in accordance with Section 7.03 hereof and the Credit Agreement. If the Pledgor shall receive any such dividends, distributions, or other payments after the occurrence and during the continuance of an Event of Default, the Pledgor shall hold the same in trust for the benefit of the Collateral Agent and the Secured Parties, segregated from the Pledgor's other funds and property, and shall promptly deliver the same to the Collateral Agent in the exact form received (endorsed to the Collateral Agent, if necessary).
Section 5.10 Compliance with Issuer Organizational Documents. The Pledgor shall comply in all material respects with the terms and conditions of the operating agreement of GGS and the certificate of incorporation and bylaws of GCI, in each case to the extent applicable to the Pledgor's ownership of the Pledged Equity, and shall not take any action or fail to take any action that would constitute a breach or default under such organizational documents if such breach or default could reasonably be expected to impair the value of the Pledged Collateral or the Collateral Agent's security interest therein.
ARTICLE VI
VOTING RIGHTS
Section 6.01 Voting Rights Prior to Event of Default. So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise any and all voting rights, consensual rights, and other management rights pertaining to the Pledged Equity for any purpose not inconsistent with the terms and provisions of this Agreement, the Credit Agreement, or the other Loan Documents, and not in any manner that would impair the value of the Pledged Collateral, the position or interests of the Collateral Agent, or the security interest created hereby. The Collateral Agent shall, if requested by the Pledgor and at the Pledgor's expense, execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that the Pledgor is entitled to exercise pursuant to this Section 6.01.
Section 6.02 Voting Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default:
(a) All rights of the Pledgor to exercise the voting and consensual rights that the Pledgor would otherwise be entitled to exercise pursuant to Section 6.01 hereof shall, at the option of the Collateral Agent (acting at the direction of the Required Lenders), cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights. Without limiting the generality of the foregoing, the Collateral Agent shall have the right to vote the Pledged Equity in favor of, or to consent to, any matter, including the election or removal of managers or directors, the approval or rejection of transactions, the amendment of organizational documents, and any other action that the Collateral Agent may determine to be necessary or appropriate in connection with the exercise of its remedies under this Agreement.
(b) The Pledgor hereby grants to the Collateral Agent an irrevocable proxy, coupled with an interest, to vote, consent, and take all other action with respect to the Pledged Equity upon and during the continuance of an Event of Default, and agrees that such proxy shall be effective automatically upon the occurrence of an Event of Default without any further action by any party. The Pledgor hereby revokes any and all prior proxies granted by the Pledgor with respect to the Pledged Equity.
(c) The Pledgor shall, promptly upon request by the Collateral Agent after the occurrence and during the continuance of an Event of Default, execute and deliver to the Collateral Agent such further instruments, powers of attorney, proxies, and other documents and agreements as the Collateral Agent may reasonably request to effectuate the Collateral Agent's exercise of such voting and consensual rights.
ARTICLE VII
REMEDIES
Section 7.01 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement:
(a) The Collateral Agent may exercise all rights and remedies available to a secured party under the UCC, under any other applicable law, and under this Agreement and the other Loan Documents. All rights and remedies of the Collateral Agent shall be cumulative and may be exercised singly, concurrently, or in any combination.
(b) Without limiting the generality of clause (a), the Collateral Agent may, without demand of performance or other demand, advertisement, or notice of any kind (except as specifically required by the UCC or other applicable law that cannot be waived) to or upon the Pledgor or any other person:
(i) transfer or register all or any part of the Pledged Equity in the name of the Collateral Agent or its nominee on the books and records of the applicable Issuer;
(ii) collect and receive all Pledged Distributions payable or distributable in respect of the Pledged Equity and apply the same to the Obligations;
(iii) exchange, convert, or redeem the Pledged Equity, or cause the Pledged Equity to be exchanged, converted, or redeemed, on such terms as the Collateral Agent may determine;
(iv) exercise any and all rights of the Pledgor with respect to the Pledged Equity, including all voting rights, management rights, consent rights, distribution rights, and other rights appurtenant thereto; and
(v) take any other action with respect to the Pledged Collateral that the Collateral Agent may deem necessary or appropriate.
Section 7.02 Sale of Pledged Collateral.
(a) The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to sell, assign, transfer, or otherwise dispose of all or any part of the Pledged Collateral at one or more public or private sales or other dispositions, for cash, credit, or any combination thereof, at such prices as the Collateral Agent may deem best, in its sole discretion, subject to the requirements of the UCC and any other applicable law. The Collateral Agent may conduct any such public sale at any broker's board, on any securities exchange on which the Pledged Equity (or similar securities) may be listed or traded, or at any office of the Collateral Agent or elsewhere, at such time or times, upon such terms, and in such manner as the Collateral Agent may determine. Each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right of the Pledgor.
(b) The Pledgor acknowledges and agrees that (i) the Pledged Equity constitutes restricted securities that may not be sold to the public without registration under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an applicable exemption therefrom, (ii) the Collateral Agent may be unable to effect a public sale of all or any part of the Pledged Equity by reason of certain restrictions and prohibitions contained in the Securities Act and applicable state securities laws, and (iii) the Collateral Agent may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Equity for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that a private sale or sales of the Pledged Equity made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner, and that the Collateral Agent shall have no obligation to engage in any public sale of the Pledged Equity or to delay a sale to permit registration under the Securities Act, even though the Pledged Equity might be sold at a higher price if so registered. The Pledgor shall cooperate with the Collateral Agent and take all reasonable steps requested by the Collateral Agent to facilitate any such sale, including, without limitation, furnishing financial and other information regarding the Issuers as the Collateral Agent may reasonably request.
(c) Ten (10) days' prior written notice of any public or private sale or other disposition of the Pledged Collateral shall constitute reasonable notification thereof to the Pledgor within the meaning of the UCC. The Pledgor waives any right to receive greater or different notice of any proposed sale or disposition.
(d) The Collateral Agent may, at any public sale, and, to the extent permitted by applicable law, at any private sale, purchase all or any portion of the Pledged Collateral being sold, free from any right of redemption by the Pledgor, which right of redemption the Pledgor hereby releases and waives to the fullest extent permitted by applicable law.
Section 7.03 Application of Proceeds. The proceeds of any sale, disposition, or other realization upon all or any part of the Pledged Collateral shall be applied by the Collateral Agent as follows:
First: to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with such sale, disposition, or other realization, including, without limitation, all court costs, attorneys' fees and expenses, appraisal fees, brokerage commissions, and other expenses of collection and sale;
Second: to the payment of the Obligations in such order and manner as provided in Section [__] of the Credit Agreement (the "Waterfall Provision"), until all Obligations have been paid in full in cash;
Third: any surplus remaining after the full and final payment of all Obligations, to the Pledgor or to whomever may be lawfully entitled thereto, or as a court of competent jurisdiction may direct.
The Pledgor shall remain liable for any deficiency remaining after the application of the proceeds of the Pledged Collateral to the Obligations. Any such deficiency shall bear interest at the default rate specified in the Credit Agreement from the date of determination until paid in full.
Section 7.04 Registration Rights Waiver. The Pledgor acknowledges that the Collateral Agent's exercise of remedies hereunder may involve the sale of the Pledged Equity in transactions that do not comply with the registration requirements of the Securities Act or applicable state securities laws. The Pledgor agrees not to assert, and hereby waives, any claims against the Collateral Agent or any Secured Party arising from or relating to the Collateral Agent's exercise of remedies hereunder, including, without limitation, any claim that a private sale is not conducted in a commercially reasonable manner merely because it is conducted without registration under the Securities Act. The Pledgor further agrees not to take any action that would impede, delay, or hinder the Collateral Agent's exercise of remedies hereunder, and shall use commercially reasonable efforts to assist the Collateral Agent in effecting any sale or disposition of the Pledged Collateral.
Section 7.05 Cumulative Remedies. All rights and remedies of the Collateral Agent hereunder are cumulative and not exclusive of any other rights or remedies that the Collateral Agent or any Secured Party may have under the Credit Agreement, the Security Agreement, the Guaranty, the Mortgages, or any other Loan Document, or under applicable law, whether at law, in equity, or otherwise. The exercise of any one or more rights or remedies shall not preclude the simultaneous or subsequent exercise of any other right or remedy. No delay or omission on the part of the Collateral Agent or any Secured Party in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
ARTICLE VIII
THE COLLATERAL AGENT
Section 8.01 Appointment and Authority. Reference is hereby made to the Credit Agreement for provisions relating to the appointment and authority of Heartland Commerce Bank, N.A. as Collateral Agent. The Collateral Agent acts hereunder for the benefit of the Secured Parties and is authorized to take all actions and to exercise all powers hereunder that are expressly delegated to the Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The rights, powers, duties, and obligations of the Collateral Agent under this Agreement are subject to, and shall be governed by, the provisions of the Credit Agreement relating to the Collateral Agent, all of which are incorporated herein by reference and shall apply mutatis mutandis as if fully set forth herein.
Section 8.02 Collateral Agent's Duties. The Collateral Agent shall not have any duty or obligation to exercise any right, power, or remedy granted to it hereunder, or to take any action with respect to the Pledged Collateral, except as expressly directed in writing by the Required Lenders (or such other percentage of Lenders as may be required under the Credit Agreement), and then only if the Collateral Agent shall have been provided with adequate indemnification and security as it may reasonably require. The Collateral Agent shall not be responsible for the existence, genuineness, value, condition, or sufficiency of any Pledged Collateral, the validity or perfection of the security interest created hereunder, or the priority of such security interest, except to the extent of its own gross negligence or willful misconduct. The Collateral Agent shall have no duty to verify or confirm the accuracy of any information or representations furnished to it by the Pledgor or any other person.
Section 8.03 Exculpation. The Collateral Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, except for its own gross negligence or willful misconduct (each as determined by a court of competent jurisdiction in a final, non-appealable judgment). Without limiting the generality of the foregoing, the Collateral Agent (a) may rely upon any notice, consent, certificate, statement, or other writing (including any electronic communication) believed by it in good faith to be genuine and correct and to have been signed, sent, or made by or on behalf of the proper person, and shall not be required to make any investigation into the facts or matters stated therein, (b) may consult with legal counsel, accountants, and other experts selected by it, and shall not be liable for any action taken or omitted in accordance with the advice of any such counsel, accountants, or experts, and (c) shall not be deemed to have notice or knowledge of any Default or Event of Default unless and until it shall have received written notice thereof from the Pledgor or a Lender.
Section 8.04 Successor Collateral Agent. Any successor Collateral Agent appointed pursuant to the provisions of the Credit Agreement shall thereupon succeed to and become vested with all of the rights, powers, privileges, duties, and obligations of the Collateral Agent under this Agreement, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal, the provisions of this Article VIII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent hereunder.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be given and delivered in accordance with the notice provisions of Section [__] of the Credit Agreement. All such notices shall be addressed as follows (or to such other address as may be designated by a party in a written notice to the other parties):
If to the Pledgor:
Greenfield Agricultural Partners LLC 4100 Grand Prairie Boulevard, Suite 300 Des Moines, Iowa 50309
Attention: Nina Vasquez, General Counsel
Telephone: [____]
Email: [____]
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601
Attention: Ian Blackwood
Telephone: [____]
Email: [____]
If to the Collateral Agent:
Heartland Commerce Bank, National Association 200 South Wacker Drive, 40th Floor Chicago, Illinois 60606
Attention: Allison Kuo, Vice President, ABL Structuring
Telephone: [____]
Email: [____]
with a copy to (which shall not constitute notice):
Kessler, Brandt & Whitfield LLP 311 South Wacker Drive, Suite 5400 Chicago, Illinois 60606
Attention: Richard Whitfield
Telephone: [____]
Email: [____]
Section 9.02 Amendments and Waivers. No amendment, modification, supplement, termination, or waiver of or to any provision of this Agreement, and no consent to any departure by the Pledgor therefrom, shall be effective unless the same shall be in writing and signed by the Pledgor and the Collateral Agent (with the consent of the Required Lenders to the extent required under the Credit Agreement), and then 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 waiver of any provision of this Agreement and no consent to any departure by the Pledgor therefrom shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No waiver of any breach shall constitute a waiver of any other or subsequent breach, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power.
Section 9.03 Termination; Release. This Agreement and the pledge, security interest, and liens created hereunder shall terminate, and the Pledged Collateral shall be released from the liens and security interests created hereby, upon the first date (the "Termination Date") on which all of the following conditions shall have been satisfied: (a) all Obligations shall have been irrevocably paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), (b) all commitments of the Lenders to make Loans or issue Letters of Credit under the Credit Agreement shall have been irrevocably terminated, and (c) all Letters of Credit shall have been terminated, expired, or been fully cash collateralized in accordance with the terms of the Credit Agreement. Upon the Termination Date, the Collateral Agent shall, at the sole cost and expense of the Pledgor, promptly (and in any event within ten (10) business days) (i) execute and deliver to the Pledgor all instruments, documents, and agreements reasonably requested by the Pledgor to evidence the release and termination of the pledge, security interest, and liens created hereunder, (ii) return to the Pledgor all certificates, instruments, and other items constituting the Pledged Collateral then held by the Collateral Agent, and (iii) file, or authorize the Pledgor to file, UCC-3 termination statements and other instruments necessary or appropriate to terminate the security interest created hereunder of record.
Section 9.04 Successors and Assigns. This Agreement shall be binding upon the Pledgor and its successors and assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing sentence, the Collateral Agent may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement and this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to the Collateral Agent herein or otherwise, in each case as and to the extent provided in the Credit Agreement. The Pledgor may not assign or delegate its rights or obligations hereunder, in whole or in part, without the prior written consent of the Collateral Agent, and any attempted assignment without such consent shall be null and void.
Section 9.05 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION; PROVIDED, HOWEVER, THAT (A) THE CREATION, ATTACHMENT, PERFECTION, AND PRIORITY OF THE SECURITY INTERESTS GRANTED HEREUNDER IN THE PLEDGED COLLATERAL SHALL BE GOVERNED BY THE UCC AS IN EFFECT IN THE RELEVANT JURISDICTION, AND (B) THE INTERNAL AFFAIRS OF EACH ISSUER SHALL BE GOVERNED BY THE LAWS OF ITS JURISDICTION OF ORGANIZATION.
Section 9.06 Submission to Jurisdiction; Venue. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Illinois sitting in Cook County, Illinois, and of the United States District Court for the Northern District of Illinois (sitting in Chicago, Illinois), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Illinois state or federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this Section 9.06. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
Section 9.07 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRRE

DRAFT — Prepared by Calderwood & Harkness LLP — Subject to Review and Comment by All Parties

PLEDGE AGREEMENT

PLEDGE AGREEMENT

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

PLEDGE AND GRANT OF SECURITY INTEREST

ARTICLE III

DELIVERY OF PLEDGED COLLATERAL

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

ARTICLE V

COVENANTS

ARTICLE VI

VOTING RIGHTS

ARTICLE VII

REMEDIES

ARTICLE VIII

THE COLLATERAL AGENT

ARTICLE IX

MISCELLANEOUS

Record

Parties

Dates

Amounts