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SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE

Principal Amount: $25,000,000.00

Date: May 22, 2025

THIS NOTE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (AS DEFINED BELOW). THIS NOTE AND THE OBLIGATIONS EVIDENCED HEREBY ARE ENTITLED TO THE BENEFITS OF, AND ARE SUBJECT TO THE TERMS, CONDITIONS, AND PROVISIONS OF, THE CREDIT AGREEMENT AND THE ORDERS (AS DEFINED BELOW) ENTERED BY THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA (CEDAR RAPIDS DIVISION) IN CASE NO. 25-01147, IN RE GREENFIELD AGRICULTURAL PARTNERS LLC, DEBTOR, BEFORE THE HONORABLE MARGARET R. DUNLEAVY.

RECITALS

WHEREAS, Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Maker" or "Borrower"), with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, Employer Identification Number 42-8837291, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), on May 15, 2025 (the "Petition Date"), in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Bankruptcy Court"), and the Borrower's Chapter 11 case is administered under Case No. 25-01147 (the "Chapter 11 Case");

WHEREAS, the Borrower continues to operate its business and manage its properties as a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;

WHEREAS, Bramblewood Credit Advisors LLC, a Delaware limited liability company (the "Lender" or "Payee"), with its principal offices at 100 Federal Street, Suite 3100, Boston, Massachusetts 02110, is one of the Lenders under, and a party to, that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Credit Agreement"), among:

(i) Greenfield Agricultural Partners LLC, as Borrower;

(ii) Ironclad Capital Partners LP, a Delaware limited partnership ("Ironclad"), as Administrative Agent (in such capacity, the "Administrative Agent");

(iii) Meridian Trust Company, a New York-chartered trust company ("Meridian Trust"), as Collateral Agent (in such capacity, the "Collateral Agent");

(iv) Ironclad Capital Partners LP, as a Lender;

(v) Ridgeline Opportunity Fund III LP, a Delaware limited partnership, as a Lender; and

(vi) Bramblewood Credit Advisors LLC, as a Lender;

WHEREAS, this Note is one of the "Notes" referred to in, and issued pursuant to, the Credit Agreement and is entitled to the benefits and subject to the provisions thereof and of the other Loan Documents (as defined in the Credit Agreement);

WHEREAS, the Credit Agreement provides for a senior secured superpriority debtor-in-possession revolving credit facility in an aggregate principal amount of up to One Hundred Seventy-Five Million and No/100 Dollars ($175,000,000.00) (the "DIP Facility"), and the Lender's Commitment under the DIP Facility is Twenty-Five Million and No/100 Dollars ($25,000,000.00);

WHEREAS, the Credit Agreement was authorized by orders of the Bankruptcy Court entered in the Chapter 11 Case, including that certain Interim Order (I) Authorizing the Debtor to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), and 364(d)(1), (II) Granting Liens and Providing Superpriority Administrative Expense Claims, (III) Authorizing the Use of Cash Collateral, (IV) Granting Adequate Protection, and (V) Scheduling a Final Hearing, entered on May 22, 2025 (the "Interim Order"), and such Final Order (when entered) authorizing the DIP Facility on a final basis (the "Final Order," and together with the Interim Order, the "Orders"); and

WHEREAS, all capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

NOW, THEREFORE, FOR VALUE RECEIVED, the Maker hereby promises to pay to the order of the Lender the principal, interest, fees, and other amounts set forth herein, subject to the terms and conditions of the Credit Agreement and the Orders, as follows:

SECTION 1. PROMISE TO PAY

1.1 Principal Obligation. The Maker hereby unconditionally promises to pay to the order of Bramblewood Credit Advisors LLC, as Lender, at the office of the Administrative Agent designated for such purpose in the Credit Agreement, the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), or, if less, such lesser aggregate unpaid principal amount of Revolving Loans as may be outstanding from time to time under the Credit Agreement attributable to Lender's Commitment thereunder, together with all accrued and unpaid interest thereon, all fees owing in connection therewith, and all other amounts due and payable under this Note, the Credit Agreement, and the other Loan Documents, on the dates and in the amounts set forth herein and therein.

1.2 Commitment and Pro Rata Share. The Lender's Commitment of Twenty-Five Million and No/100 Dollars ($25,000,000.00) represents fourteen and twenty-nine hundredths percent (14.29%) of the aggregate Commitments under the DIP Facility (being $175,000,000.00 in the aggregate). The Lender's pro rata share of amounts available under the DIP Facility shall be calculated as follows:

(a) Interim Availability. Upon entry of the Interim Order, aggregate availability under the DIP Facility shall be limited to Eighty Million and No/100 Dollars ($80,000,000.00) (the "Interim Draw Amount"). The Lender's pro rata share of the Interim Draw Amount shall be Eleven Million Four Hundred Twenty-Eight Thousand Five Hundred Seventy-One and 43/100 Dollars ($11,428,571.43), calculated as 14.29% of $80,000,000.00.

(b) Remaining Availability Upon Final Order. Upon entry of the Final Order, the remaining aggregate availability under the DIP Facility shall be Ninety-Five Million and No/100 Dollars ($95,000,000.00) (the "Final Draw Amount"). The Lender's pro rata share of the Final Draw Amount shall be Thirteen Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Eight and 57/100 Dollars ($13,571,428.57), calculated as 14.29% of $95,000,000.00.

1.3 Lawful Money. All payments of principal, interest, fees, and other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds, without setoff, counterclaim, deduction, or withholding of any kind, except as may be required by applicable law.

1.4 Records of Borrowing. The Lender is hereby authorized to record on its books and records, or on a schedule attached hereto, the date and amount of each Revolving Loan made by the Lender to the Borrower hereunder, the date and amount of each payment of principal made by the Borrower with respect thereto, and the outstanding principal balance thereof from time to time. The entries made in the books and records of the Lender or on such schedule shall, absent manifest error, constitute prima facie evidence of the existence and amounts of the Obligations recorded therein. The failure of the Lender to make any such recordation, or any error therein, shall not affect the Borrower's obligations under this Note or the Credit Agreement.

SECTION 2. MATURITY

2.1 Maturity Date. The outstanding principal balance of this Note, together with all accrued and unpaid interest thereon, all fees, and all other amounts owing hereunder and under the Credit Agreement and the other Loan Documents, shall be immediately due and payable in full, without demand, presentment, or notice of any kind (all of which are hereby waived), on the earliest to occur of the following (such earliest date, the "Maturity Date"):

(a) twelve (12) months from the Petition Date (i.e., May 15, 2026);

(b) the effective date of a confirmed plan of reorganization of the Borrower in the Chapter 11 Case (Case No. 25-01147);

(c) the date of the consummation of a sale of all or substantially all of the assets of the Borrower pursuant to Section 363 of the Bankruptcy Code or otherwise; or

(d) the date upon which all Obligations are declared to be, or automatically become, immediately due and payable following the occurrence of an Event of Default, in each case as provided in the Credit Agreement and subject to the terms of the Orders.

2.2 No Obligation to Renew or Extend. The Lender shall have no obligation to renew, extend, or refinance this Note or the DIP Facility upon the Maturity Date or at any other time. Any renewal, extension, or modification of this Note shall require the prior written consent of the Lender and compliance with the amendment provisions of the Credit Agreement.

SECTION 3. INTEREST

3.1 Interest Rate.

(a) Applicable Rate. Except as otherwise provided herein or in the Credit Agreement, the outstanding principal balance of this Note shall bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus eight hundred fifty (850) basis points (8.50%) (the "Applicable Rate"). The Adjusted Term SOFR Rate shall be determined for successive Interest Periods as provided in the Credit Agreement by reference to the Term SOFR Rate published by the CME Group Benchmark Administration Limited (or any successor administrator) for the applicable tenor, adjusted for any applicable Term SOFR Adjustment as set forth in the Credit Agreement.

(b) SOFR Floor. Notwithstanding anything to the contrary contained herein or in the Credit Agreement, the Adjusted Term SOFR Rate used to calculate the Applicable Rate shall at no time be less than four percent (4.00%) per annum (the "SOFR Floor"). Accordingly, the effective minimum all-in interest rate applicable to the Obligations evidenced by this Note shall be twelve and fifty hundredths percent (12.50%) per annum (being the sum of the 4.00% SOFR Floor and the 8.50% spread).

(c) Computation of Interest. All interest hereunder shall be computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed (including the first day but excluding the last day) in each Interest Period or other applicable period, as the case may be. Each determination of the interest rate by the Administrative Agent pursuant to any provision of the Credit Agreement shall be conclusive and binding in the absence of manifest error.

3.2 Default Rate.

Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), all outstanding Obligations (including, without limitation, all unpaid principal, accrued and unpaid interest, fees, and other amounts owing under this Note, the Credit Agreement, and the other Loan Documents) shall, at the option of the Administrative Agent or the Required Lenders, bear interest at a rate per annum equal to two hundred (200) basis points above the otherwise applicable rate (the "Default Rate"). For the avoidance of doubt, upon the imposition of the Default Rate, the applicable interest rate shall be equal to the Adjusted Term SOFR Rate (subject to the SOFR Floor) plus one thousand fifty (1,050) basis points (10.50%) per annum. Interest at the Default Rate shall accrue from the date of the Event of Default giving rise to such increase until such Event of Default has been cured or waived in accordance with the Credit Agreement, and shall be payable on demand. The imposition of the Default Rate shall be in addition to, and not in limitation of, any other rights or remedies available to the Lender, the Administrative Agent, or the Collateral Agent under the Credit Agreement, the other Loan Documents, the Orders, at law, or in equity.

3.3 Interest Payments.

(a) Monthly Payments. Interest on the outstanding principal balance of this Note shall be payable monthly in arrears on each Interest Payment Date as specified in the Credit Agreement.

(b) Payment at Maturity. At maturity (whether on the scheduled Maturity Date, by reason of acceleration, or otherwise), all accrued and unpaid interest on the outstanding principal balance of this Note shall be due and payable in full.

(c) Usury Savings. Notwithstanding any provision of this Note, the Credit Agreement, or any other Loan Document, in no event shall the aggregate amount of interest paid or payable hereunder or thereunder exceed the maximum rate of interest permitted by applicable law (the "Maximum Rate"). If at any time the interest rate payable under this Note would exceed the Maximum Rate, the interest rate shall automatically be reduced to the Maximum Rate, and any interest paid in excess of the Maximum Rate shall be credited against the outstanding principal balance of this Note (or, if no principal is outstanding, refunded to the Borrower).

SECTION 4. FEES

4.1 General. The Borrower shall pay to the Lender (through the Administrative Agent, as applicable) the fees described in this Section 4 and as more fully set forth in the Credit Agreement and any fee letter entered into in connection therewith. All fees shall be fully earned when due and payable and shall be non-refundable under any circumstances, except as may otherwise be expressly provided in the Credit Agreement.

4.2 Closing Fee. On the Closing Date (as defined in the Credit Agreement), the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender (including the Lender named herein), a closing fee (the "Closing Fee") equal to two percent (2.00%) of the aggregate Commitments under the DIP Facility. The total Closing Fee payable to all Lenders is Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (being $175,000,000.00 × 2.00%). The Lender's pro rata share of the Closing Fee is Five Hundred Thousand and No/100 Dollars ($500,000.00) (being $25,000,000.00 × 2.00%). The Closing Fee shall be deemed fully earned on the Closing Date and shall be payable as provided in the Credit Agreement.

4.3 Unused Line Fee. The Borrower shall pay to the Administrative Agent, for the ratable account of each Lender (including the Lender named herein), an unused line fee (the "Unused Line Fee") at a rate equal to fifty hundredths of one percent (0.50%) per annum, calculated on the basis of a 360-day year for the actual number of days elapsed, on the daily average undrawn and uncancelled portion of the Lender's Commitment during the applicable quarter (or portion thereof). The Unused Line Fee shall be payable quarterly in arrears on each Quarterly Date (as defined in the Credit Agreement) and on the Maturity Date.

4.4 Exit Fee. Upon the maturity, termination, or full repayment of the DIP Facility (whether on the scheduled Maturity Date, upon acceleration, or otherwise), the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender (including the Lender named herein), an exit fee (the "Exit Fee") equal to one percent (1.00%) of the aggregate Commitments under the DIP Facility. The total Exit Fee payable to all Lenders is One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00) (being $175,000,000.00 × 1.00%). The Lender's pro rata share of the Exit Fee is Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (being $25,000,000.00 × 1.00%). The Exit Fee shall be deemed fully earned on the date the DIP Facility is entered into and shall be payable upon the maturity, termination, or full repayment of the DIP Facility, as applicable.

SECTION 5. PAYMENTS AND PREPAYMENTS

5.1 Manner of Payment. All payments of principal, interest, fees, and other amounts due under this Note shall be made to the Administrative Agent (Ironclad Capital Partners LP, 600 Lexington Avenue, 34th Floor, New York, New York 10022), for the account of the Lender, in accordance with the terms and conditions of the Credit Agreement. Payments received by the Administrative Agent shall be distributed to the Lender in accordance with its pro rata share as set forth in the Credit Agreement.

5.2 Voluntary Prepayments. The Borrower may, at its option, prepay the outstanding principal balance of this Note, in whole or in part, at any time and from time to time, subject to the terms and conditions governing voluntary prepayments set forth in the Credit Agreement, including, without limitation, compliance with minimum prepayment amounts, notice requirements, and the payment of any applicable breakage costs with respect to Term SOFR Loans.

5.3 Mandatory Prepayments. The Borrower shall make mandatory prepayments of the outstanding principal balance of this Note upon the occurrence of any mandatory prepayment event specified in the Credit Agreement, including, without limitation, prepayments from (a) net cash proceeds of asset dispositions (to the extent required by the Credit Agreement), (b) net cash proceeds of insurance and condemnation events, and (c) extraordinary receipts, in each case as and when required by the Credit Agreement.

5.4 Application of Payments. All payments received by the Administrative Agent under this Note and the Credit Agreement shall be applied in the order of priority specified in the Credit Agreement and the Orders. Unless otherwise specified therein, payments shall be applied first to fees and expenses then due and owing, second to accrued and unpaid interest, and third to outstanding principal, with any remainder applied to other Obligations.

5.5 No Prepayment Premium. Except as otherwise expressly provided in the Credit Agreement (including, without limitation, the Exit Fee described in Section 4.4 hereof and any applicable breakage costs), no premium or penalty shall be payable in connection with any prepayment of this Note.

SECTION 6. SECURITY AND PRIORITY

6.1 Security Interest. This Note is secured by perfected security interests in and liens upon all of the Collateral described in and pledged pursuant to the Credit Agreement, the DIP Security Agreement (as defined in the Credit Agreement), the DIP intellectual Property Security Agreement (as defined in the Credit Agreement), the Mortgages (as defined in the Credit Agreement), and each of the other Collateral Documents (as defined in the Credit Agreement). The Collateral includes, without limitation, all assets of the Borrower, whether now owned or hereafter acquired, of every kind and description, tangible and intangible, including but not limited to accounts, inventory, equipment, general intangibles, intellectual property, deposit accounts, investment property, instruments, chattel paper, letter-of-credit rights, commercial tort claims, real property, and the proceeds and products thereof. The Mortgages encumber the Borrower's real property interests located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas.

6.2 Collateral Agent. The Collateral Agent for the benefit of the Secured Parties is Meridian Trust Company, a New York-chartered trust company, with its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178. The Collateral Agent shall hold, administer, and enforce the security interests and liens granted under the Collateral Documents for the ratable benefit of the Secured Parties in accordance with the Credit Agreement and the Intercreditor Agreement (if any).

6.3 Superpriority Claims and Priming Liens. The Obligations evidenced by this Note, together with all other Obligations arising under the Credit Agreement and the other Loan Documents, constitute:

(a) Superpriority Administrative Expense Claims. Allowed superpriority administrative expense claims against the Borrower and its estate in the Chapter 11 Case, pursuant to Section 364(c)(1) of the Bankruptcy Code, with priority over any and all administrative expenses of the kind specified in, or ordered pursuant to, Sections 105, 326, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113, or 1114 of the Bankruptcy Code, or any other provision of the Bankruptcy Code or applicable law, subject only to the Carve-Out (as defined below);

(b) First-Priority Priming Liens. Perfected first-priority senior priming liens on all pre-petition collateral of the Borrower, pursuant to Section 364(d)(1) of the Bankruptcy Code, priming all existing liens (including the liens securing the Pre-Petition Secured Obligations), subject to the Permitted Prior Liens (as defined in the Credit Agreement) and the Carve-Out; and

(c) First-Priority Liens on Unencumbered Assets. Perfected first-priority liens on all assets of the Borrower that were not subject to valid, perfected, and non-avoidable liens as of the Petition Date, pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, subject to the Permitted Prior Liens and the Carve-Out.

6.4 Carve-Out. Notwithstanding the foregoing, the superpriority claims and liens granted hereunder and under the Orders are subject to the Carve-Out (as defined in the Credit Agreement and the Orders). The Carve-Out provides, following the delivery of a Carve-Out Trigger Notice by the Administrative Agent, for the payment of (i) allowed and unpaid professional fees and disbursements of estate professionals retained by the Borrower or any official committee of unsecured creditors appointed in the Chapter 11 Case, in an aggregate amount not to exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), and (ii) fees payable to the United States Trustee under 28 U.S.C. § 1930 and to the Clerk of the Bankruptcy Court, in an aggregate amount not to exceed Five Hundred Thousand and No/100 Dollars ($500,000.00), for a total post-trigger Carve-Out of Three Million and No/100 Dollars ($3,000,000.00). The Carve-Out shall be calculated and administered in accordance with the terms set forth in the Credit Agreement and the Orders.

SECTION 7. EVENTS OF DEFAULT AND REMEDIES

7.1 Events of Default. The occurrence of any Event of Default (as defined in the Credit Agreement), including, without limitation, any default under the financial covenants set forth in Section 8 hereof, shall constitute an Event of Default under this Note. The Events of Default under the Credit Agreement are hereby incorporated by reference as though fully set forth herein. Without limiting the generality of the foregoing, Events of Default include, among others, (a) failure to pay principal, interest, fees, or other amounts when due, (b) breach of representations or warranties, (c) failure to observe or perform any covenant, condition, or agreement under the Loan Documents, (d) cross-default to other indebtedness, (e) entry of any judgment or order against the Borrower in excess of specified thresholds, (f) conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, (g) appointment of a Chapter 11 trustee or examiner with expanded powers, (h) dismissal of the Chapter 11 Case, (i) reversal, vacation, or modification of any Order in a manner adverse to the Lenders, (j) the filing of any motion or pleading by the Borrower seeking any of the foregoing, and (k) such other Events of Default as are specified in the Credit Agreement.

7.2 Remedies. Upon the occurrence and during the continuance of any Event of Default:

(a) The Administrative Agent may, and upon the written direction of the Required Lenders (as defined in the Credit Agreement) shall, by written notice to the Borrower (with a copy to the Borrower's counsel and the United States Trustee), declare all Obligations evidenced by this Note and arising under the Credit Agreement and the other Loan Documents to be immediately due and payable in full, without further notice, demand, or presentment of any kind, all of which are hereby expressly waived by the Maker, subject in all respects to the terms and conditions of the Credit Agreement and the applicable Orders (including any notice, cure, or standstill periods provided therein).

(b) The Administrative Agent and the Collateral Agent may exercise any and all rights and remedies available to them under the Credit Agreement, the Collateral Documents, the Orders, and applicable law, including, without limitation, the right to foreclose upon, sell, or otherwise realize upon the Collateral in accordance with applicable provisions of the Uniform Commercial Code, the Bankruptcy Code, and the Orders.

7.3 Cumulative Remedies. The rights and remedies of the Lender, the Administrative Agent, and the Collateral Agent under this Note, the Credit Agreement, the Collateral Documents, and the Orders are cumulative and are in addition to all other rights and remedies available at law, in equity, or otherwise. No failure or delay on the part of the Lender, the Administrative Agent, or the Collateral Agent in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

SECTION 8. FINANCIAL COVENANTS (INCORPORATED BY REFERENCE)

8.1 General. The Borrower hereby acknowledges and agrees that it is subject to the financial covenants set forth in the Credit Agreement, which are incorporated herein by reference as though fully set forth herein. Without limiting the generality of the foregoing, the Borrower covenants and agrees to comply with the following financial covenants at all times during the term of this Note and the DIP Facility:

(a) Minimum Liquidity. The Borrower shall maintain, at all times, minimum Liquidity (as defined in the Credit Agreement, consisting of unrestricted cash and Cash Equivalents held in Controlled Accounts plus unused and available Commitments under the DIP Facility) of not less than Fifteen Million and No/100 Dollars ($15,000,000.00).

(b) Maximum Cumulative Variance to Budget. Actual aggregate disbursements of the Borrower shall not exceed budgeted disbursements set forth in the Approved Budget (as defined in the Credit Agreement) by more than fifteen percent (15%) on a rolling four (4)-week cumulative basis, measured and tested weekly as of each Testing Date (as defined in the Credit Agreement).

(c) Minimum EBITDA. The Borrower's EBITDA (as defined in the Credit Agreement, which definition shall in all respects govern the calculation thereof) shall not be less than negative Five Million and No/100 Dollars (-$5,000,000.00) for any rolling four (4)-week period, measured and tested as of each Testing Date.

8.2 Reporting and Certification. The Borrower shall deliver to the Administrative Agent (with copies to each Lender) all financial statements, budget variance reports, compliance certificates, and other reporting deliverables required by the Credit Agreement in connection with the testing and monitoring of the foregoing financial covenants. Failure to timely deliver any such report or certificate shall itself constitute an Event of Default under the Credit Agreement and this Note.

8.3 Breach. The breach by the Borrower of any financial covenant set forth in this Section 8 or in the Credit Agreement shall constitute an immediate Event of Default under the Credit Agreement and this Note, without regard to any notice or cure period, unless the Credit Agreement expressly provides for such a notice or cure period with respect to the specific financial covenant breached.

SECTION 9. WAIVERS BY MAKER

9.1 The Maker hereby waives presentment for payment, demand, notice of dishonor, protest, notice of protest, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and agrees that the liability of the Maker hereunder shall not be affected or impaired by any of the following: (a) any extension of time for payment or other modification of this Note or the Credit Agreement, (b) any release of, or failure to perfect a security interest in, any Collateral, (c) any release of any guarantor or other party liable for the Obligations, or (d) any other act or omission that might otherwise operate as a discharge or defense.

9.2 The Maker hereby waives all defenses based on suretyship or impairment of collateral, including, without limitation, any defense arising under Sections 3-605, 3-419, or 3-305 of the Uniform Commercial Code or any analogous provision of applicable law.

9.3 No delay or omission by the Lender, the Administrative Agent, or the Collateral Agent in exercising any right, remedy, or power hereunder or under the Credit Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. All rights and remedies of the Lender, the Administrative Agent, and the Collateral Agent hereunder are cumulative.

9.4 No waiver of any provision of this Note shall be effective unless it is in writing and signed by the party granting such waiver, and then only in the specific instance and for the specific purpose for which given.

SECTION 10. TRANSFER AND ASSIGNMENT

10.1 Assignment by Lender. This Note may be assigned or transferred, in whole or in part, by the Lender, and any interest herein may be sold, assigned, or participated, in each case in accordance with, and subject to, the assignment and participation provisions of the Credit Agreement. The Maker hereby acknowledges that each assignee or transferee of this Note (or of any interest herein) that becomes a party to the Credit Agreement as a Lender shall be entitled to all of the rights, benefits, powers, and privileges of the Lender hereunder and under the Credit Agreement and the other Loan Documents to the same extent as if such assignee or transferee were an original party hereto.

10.2 Register. The Borrower shall, or shall cause the Administrative Agent to, maintain a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts of Revolving Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent, the Collateral Agent, and each Lender shall treat each Person whose name is recorded in the Register as the owner of the applicable Note or Notes for all purposes of the Credit Agreement and this Note.

10.3 No Assignment by Maker. The Maker may not assign or transfer its obligations under this Note without the prior written consent of the Lender and the Administrative Agent.

SECTION 11. RELATIONSHIP TO CREDIT AGREEMENT

11.1 This Note is issued pursuant to, and is in all respects subject to, the terms and conditions of the Credit Agreement. The terms of this Note are supplemental to, and shall be read together with, the Credit Agreement and the other Loan Documents.

11.2 In the event of any conflict or inconsistency between the terms and provisions of this Note, on the one hand, and the terms and provisions of the Credit Agreement, on the other hand, the terms and provisions of the Credit Agreement shall in all respects govern and control.

11.3 Nothing contained in this Note shall be deemed to modify, amend, supplement, or supersede any provision of the Credit Agreement. All representations, warranties, covenants, conditions precedent, events of default, indemnification obligations, and other terms and provisions of the Credit Agreement are hereby incorporated herein by reference with the same force and effect as if fully set forth herein.

11.4 The Lender's rights and obligations with respect to voting, consent, amendment, waiver, and other actions under this Note are subject to, and shall be exercised in accordance with, the provisions of the Credit Agreement governing the rights and obligations of the Lenders thereunder, including, without limitation, the provisions requiring action by the Required Lenders.

SECTION 12. GOVERNING LAW

12.1 Governing Law. This Note 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 New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply.

12.2 Bankruptcy Proceedings. The Chapter 11 Case and all proceedings thereunder, including, without limitation, all matters relating to the DIP Facility, the Orders, and the rights of the Borrower as debtor-in-possession, shall be governed by applicable provisions of the Bankruptcy Code and shall be subject to the jurisdiction of the Bankruptcy Court.

SECTION 13. JURISDICTION AND VENUE

13.1 Bankruptcy Court Jurisdiction. The Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, in the Chapter 11 Case (Case No. 25-01147), for all matters arising out of or relating to this Note, the Credit Agreement, the DIP Facility, the other Loan Documents, or the transactions contemplated hereby or thereby, including, without limitation, any action to enforce, interpret, or construe any provision of this Note, the Credit Agreement, or the other Loan Documents, and any action to exercise remedies against the Collateral. The Maker agrees that all claims in respect of any such action or proceeding may be heard and determined in such court.

13.2 Post-Closing Jurisdiction. Following the closing of the Chapter 11 Case (whether by confirmation of a plan, dismissal, or otherwise) and to the extent the Bankruptcy Court no longer has jurisdiction, the Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in the Borough of Manhattan, City of New York, and any appellate court from any thereof, for the resolution of all disputes, claims, or controversies arising out of or relating to this Note, the Credit Agreement, the DIP Facility, or the other Loan Documents.

13.3 Waiver of Objections. The Maker hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note, the Credit Agreement, or the other Loan Documents in any court referred to in Sections 13.1 and 13.2 hereof, and (b) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Maker 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.

SECTION 14. WAIVER OF JURY TRIAL

THE MAKER AND THE LENDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, THE DIP FACILITY, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF THE LENDER, THE ADMINISTRATIVE AGENT, OR THE COLLATERAL AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS NOTE AND THE CREDIT AGREEMENT AND THAT EACH PARTY HAS BEEN AFFORDED THE OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS LEGAL COUNSEL. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS NOTE, THE CREDIT AGREEMENT, OR THE OTHER LOAN DOCUMENTS.

SECTION 15. AMENDMENTS

15.1 This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument executed by the Maker and the Lender (or, if required by the Credit Agreement, the Required Lenders), in accordance with the amendment, modification, and waiver provisions set forth in the Credit Agreement. No oral agreement or course of dealing between the parties shall be effective to amend, modify, or waive any provision of this Note.

15.2 Any amendment, modification, supplement, or waiver effected in accordance with this Section 15 and the Credit Agreement shall be binding upon the Maker, the Lender, and each of their respective successors and assigns.

SECTION 16. SEVERABILITY

16.1 If any provision of this Note shall be held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and such invalidity, illegality, or unenforceability in any one jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.

16.2 In the event any provision of this Note is held to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a manner acceptable to the Bankruptcy Court and the parties in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

SECTION 17. SUCCESSORS AND ASSIGNS

17.1 This Note shall be binding upon the Maker and its successors and assigns, including, without limitation, any trustee appointed in the Chapter 11 Case pursuant to Section 1104 of the Bankruptcy Code, any trustee appointed in any successor case (whether under Chapter 7 or Chapter 11 of the Bankruptcy Code), any examiner with expanded powers, any plan administrator or liquidating trustee appointed pursuant to a confirmed plan of reorganization or liquidation, and any other successor to the Borrower's estate.

17.2 This Note shall inure to the benefit of the Lender, the Administrative Agent, the Collateral Agent, and each of their respective successors and permitted assigns, and shall be enforceable by the Lender and its successors and assigns in accordance with its terms.

SECTION 18. NOTICES

18.1 General. All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be given in accordance with the notice provisions of the Credit Agreement. Delivery shall be deemed effective as provided in the Credit Agreement (including delivery by hand, by nationally recognized overnight courier, by first-class certified mail (return receipt requested, postage prepaid), or by electronic mail (to the extent permitted by the Credit Agreement)).

18.2 Addresses for Notices. Notices shall be directed to the following addresses (or to such other address as a party may designate in writing in accordance with the Credit Agreement):

If to the Lender:

Bramblewood Credit Advisors LLC 100 Federal Street, Suite 3100 Boston, Massachusetts 02110

Attention: Christine Morel, Principal

If to the Maker:

Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613

Attention: James Delacroix, VP, Treasury & Capital Markets

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

Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613

Attention: Monica Huang, General Counsel & Secretary

with a copy to Debtor's Counsel:

Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022

Attention: Nathaniel Bower

with a copy to the Administrative Agent:

Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, New York 10022

Attention: Kevin Pratt

[Remainder of This Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the Maker has executed and delivered this Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note as of the date first written above.

MAKER:.

GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as Borrower and Debtor-in-Possession

By: ________

Name: Derek Calloway

Title: Chief Executive Officer and Manager

Date: May 22, 2025

ACKNOWLEDGED AND ACCEPTED BY LENDER:

BRAMBLEWOOD CREDIT ADVISORS LLC, a Delaware limited liability company, as Lender

By: ________

Name: Christine Morel

Title: Principal

Date: May 22, 2025

ACKNOWLEDGED BY ADMINISTRATIVE AGENT:

IRONCLAD CAPITAL PARTNERS LP, a Delaware limited partnership, as Administrative Agent

By: ________

Name: Kevin Pratt

Title: Vice President, Portfolio Management

Date: May 22, 2025

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE
Principal Amount: $25,000,000.00
Date: May 22, 2025
THIS NOTE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (AS DEFINED BELOW). THIS NOTE AND THE OBLIGATIONS EVIDENCED HEREBY ARE ENTITLED TO THE BENEFITS OF, AND ARE SUBJECT TO THE TERMS, CONDITIONS, AND PROVISIONS OF, THE CREDIT AGREEMENT AND THE ORDERS (AS DEFINED BELOW) ENTERED BY THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA (CEDAR RAPIDS DIVISION) IN CASE NO. 25-01147, IN RE GREENFIELD AGRICULTURAL PARTNERS LLC, DEBTOR, BEFORE THE HONORABLE MARGARET R. DUNLEAVY.
RECITALS
WHEREAS, Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Maker" or "Borrower"), with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, Employer Identification Number 42-8837291, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), on May 15, 2025 (the "Petition Date"), in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Bankruptcy Court"), and the Borrower's Chapter 11 case is administered under Case No. 25-01147 (the "Chapter 11 Case");
WHEREAS, the Borrower continues to operate its business and manage its properties as a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;
WHEREAS, Bramblewood Credit Advisors LLC, a Delaware limited liability company (the "Lender" or "Payee"), with its principal offices at 100 Federal Street, Suite 3100, Boston, Massachusetts 02110, is one of the Lenders under, and a party to, that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Credit Agreement"), among:
(i) Greenfield Agricultural Partners LLC, as Borrower;
(ii) Ironclad Capital Partners LP, a Delaware limited partnership ("Ironclad"), as Administrative Agent (in such capacity, the "Administrative Agent");
(iii) Meridian Trust Company, a New York-chartered trust company ("Meridian Trust"), as Collateral Agent (in such capacity, the "Collateral Agent");
(iv) Ironclad Capital Partners LP, as a Lender;
(v) Ridgeline Opportunity Fund III LP, a Delaware limited partnership, as a Lender; and
(vi) Bramblewood Credit Advisors LLC, as a Lender;
WHEREAS, this Note is one of the "Notes" referred to in, and issued pursuant to, the Credit Agreement and is entitled to the benefits and subject to the provisions thereof and of the other Loan Documents (as defined in the Credit Agreement);
WHEREAS, the Credit Agreement provides for a senior secured superpriority debtor-in-possession revolving credit facility in an aggregate principal amount of up to One Hundred Seventy-Five Million and No/100 Dollars ($175,000,000.00) (the "DIP Facility"), and the Lender's Commitment under the DIP Facility is Twenty-Five Million and No/100 Dollars ($25,000,000.00);
WHEREAS, the Credit Agreement was authorized by orders of the Bankruptcy Court entered in the Chapter 11 Case, including that certain Interim Order (I) Authorizing the Debtor to Obtain Postpetition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), and 364(d)(1), (II) Granting Liens and Providing Superpriority Administrative Expense Claims, (III) Authorizing the Use of Cash Collateral, (IV) Granting Adequate Protection, and (V) Scheduling a Final Hearing, entered on May 22, 2025 (the "Interim Order"), and such Final Order (when entered) authorizing the DIP Facility on a final basis (the "Final Order," and together with the Interim Order, the "Orders"); and
WHEREAS, all capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
NOW, THEREFORE, FOR VALUE RECEIVED, the Maker hereby promises to pay to the order of the Lender the principal, interest, fees, and other amounts set forth herein, subject to the terms and conditions of the Credit Agreement and the Orders, as follows:
SECTION 1. PROMISE TO PAY
1.1 Principal Obligation. The Maker hereby unconditionally promises to pay to the order of Bramblewood Credit Advisors LLC, as Lender, at the office of the Administrative Agent designated for such purpose in the Credit Agreement, the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), or, if less, such lesser aggregate unpaid principal amount of Revolving Loans as may be outstanding from time to time under the Credit Agreement attributable to Lender's Commitment thereunder, together with all accrued and unpaid interest thereon, all fees owing in connection therewith, and all other amounts due and payable under this Note, the Credit Agreement, and the other Loan Documents, on the dates and in the amounts set forth herein and therein.
1.2 Commitment and Pro Rata Share. The Lender's Commitment of Twenty-Five Million and No/100 Dollars ($25,000,000.00) represents fourteen and twenty-nine hundredths percent (14.29%) of the aggregate Commitments under the DIP Facility (being $175,000,000.00 in the aggregate). The Lender's pro rata share of amounts available under the DIP Facility shall be calculated as follows:
(a) Interim Availability. Upon entry of the Interim Order, aggregate availability under the DIP Facility shall be limited to Eighty Million and No/100 Dollars ($80,000,000.00) (the "Interim Draw Amount"). The Lender's pro rata share of the Interim Draw Amount shall be Eleven Million Four Hundred Twenty-Eight Thousand Five Hundred Seventy-One and 43/100 Dollars ($11,428,571.43), calculated as 14.29% of $80,000,000.00.
(b) Remaining Availability Upon Final Order. Upon entry of the Final Order, the remaining aggregate availability under the DIP Facility shall be Ninety-Five Million and No/100 Dollars ($95,000,000.00) (the "Final Draw Amount"). The Lender's pro rata share of the Final Draw Amount shall be Thirteen Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Eight and 57/100 Dollars ($13,571,428.57), calculated as 14.29% of $95,000,000.00.
1.3 Lawful Money. All payments of principal, interest, fees, and other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds, without setoff, counterclaim, deduction, or withholding of any kind, except as may be required by applicable law.
1.4 Records of Borrowing. The Lender is hereby authorized to record on its books and records, or on a schedule attached hereto, the date and amount of each Revolving Loan made by the Lender to the Borrower hereunder, the date and amount of each payment of principal made by the Borrower with respect thereto, and the outstanding principal balance thereof from time to time. The entries made in the books and records of the Lender or on such schedule shall, absent manifest error, constitute prima facie evidence of the existence and amounts of the Obligations recorded therein. The failure of the Lender to make any such recordation, or any error therein, shall not affect the Borrower's obligations under this Note or the Credit Agreement.
SECTION 2. MATURITY
2.1 Maturity Date. The outstanding principal balance of this Note, together with all accrued and unpaid interest thereon, all fees, and all other amounts owing hereunder and under the Credit Agreement and the other Loan Documents, shall be immediately due and payable in full, without demand, presentment, or notice of any kind (all of which are hereby waived), on the earliest to occur of the following (such earliest date, the "Maturity Date"):
(a) twelve (12) months from the Petition Date (i.e., May 15, 2026);
(b) the effective date of a confirmed plan of reorganization of the Borrower in the Chapter 11 Case (Case No. 25-01147);
(c) the date of the consummation of a sale of all or substantially all of the assets of the Borrower pursuant to Section 363 of the Bankruptcy Code or otherwise; or
(d) the date upon which all Obligations are declared to be, or automatically become, immediately due and payable following the occurrence of an Event of Default, in each case as provided in the Credit Agreement and subject to the terms of the Orders.
2.2 No Obligation to Renew or Extend. The Lender shall have no obligation to renew, extend, or refinance this Note or the DIP Facility upon the Maturity Date or at any other time. Any renewal, extension, or modification of this Note shall require the prior written consent of the Lender and compliance with the amendment provisions of the Credit Agreement.
SECTION 3. INTEREST
3.1 Interest Rate.
(a) Applicable Rate. Except as otherwise provided herein or in the Credit Agreement, the outstanding principal balance of this Note shall bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus eight hundred fifty (850) basis points (8.50%) (the "Applicable Rate"). The Adjusted Term SOFR Rate shall be determined for successive Interest Periods as provided in the Credit Agreement by reference to the Term SOFR Rate published by the CME Group Benchmark Administration Limited (or any successor administrator) for the applicable tenor, adjusted for any applicable Term SOFR Adjustment as set forth in the Credit Agreement.
(b) SOFR Floor. Notwithstanding anything to the contrary contained herein or in the Credit Agreement, the Adjusted Term SOFR Rate used to calculate the Applicable Rate shall at no time be less than four percent (4.00%) per annum (the "SOFR Floor"). Accordingly, the effective minimum all-in interest rate applicable to the Obligations evidenced by this Note shall be twelve and fifty hundredths percent (12.50%) per annum (being the sum of the 4.00% SOFR Floor and the 8.50% spread).
(c) Computation of Interest. All interest hereunder shall be computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed (including the first day but excluding the last day) in each Interest Period or other applicable period, as the case may be. Each determination of the interest rate by the Administrative Agent pursuant to any provision of the Credit Agreement shall be conclusive and binding in the absence of manifest error.
3.2 Default Rate.
Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), all outstanding Obligations (including, without limitation, all unpaid principal, accrued and unpaid interest, fees, and other amounts owing under this Note, the Credit Agreement, and the other Loan Documents) shall, at the option of the Administrative Agent or the Required Lenders, bear interest at a rate per annum equal to two hundred (200) basis points above the otherwise applicable rate (the "Default Rate"). For the avoidance of doubt, upon the imposition of the Default Rate, the applicable interest rate shall be equal to the Adjusted Term SOFR Rate (subject to the SOFR Floor) plus one thousand fifty (1,050) basis points (10.50%) per annum. Interest at the Default Rate shall accrue from the date of the Event of Default giving rise to such increase until such Event of Default has been cured or waived in accordance with the Credit Agreement, and shall be payable on demand. The imposition of the Default Rate shall be in addition to, and not in limitation of, any other rights or remedies available to the Lender, the Administrative Agent, or the Collateral Agent under the Credit Agreement, the other Loan Documents, the Orders, at law, or in equity.
3.3 Interest Payments.
(a) Monthly Payments. Interest on the outstanding principal balance of this Note shall be payable monthly in arrears on each Interest Payment Date as specified in the Credit Agreement.
(b) Payment at Maturity. At maturity (whether on the scheduled Maturity Date, by reason of acceleration, or otherwise), all accrued and unpaid interest on the outstanding principal balance of this Note shall be due and payable in full.
(c) Usury Savings. Notwithstanding any provision of this Note, the Credit Agreement, or any other Loan Document, in no event shall the aggregate amount of interest paid or payable hereunder or thereunder exceed the maximum rate of interest permitted by applicable law (the "Maximum Rate"). If at any time the interest rate payable under this Note would exceed the Maximum Rate, the interest rate shall automatically be reduced to the Maximum Rate, and any interest paid in excess of the Maximum Rate shall be credited against the outstanding principal balance of this Note (or, if no principal is outstanding, refunded to the Borrower).
SECTION 4. FEES
4.1 General. The Borrower shall pay to the Lender (through the Administrative Agent, as applicable) the fees described in this Section 4 and as more fully set forth in the Credit Agreement and any fee letter entered into in connection therewith. All fees shall be fully earned when due and payable and shall be non-refundable under any circumstances, except as may otherwise be expressly provided in the Credit Agreement.
4.2 Closing Fee. On the Closing Date (as defined in the Credit Agreement), the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender (including the Lender named herein), a closing fee (the "Closing Fee") equal to two percent (2.00%) of the aggregate Commitments under the DIP Facility. The total Closing Fee payable to all Lenders is Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000.00) (being $175,000,000.00 × 2.00%). The Lender's pro rata share of the Closing Fee is Five Hundred Thousand and No/100 Dollars ($500,000.00) (being $25,000,000.00 × 2.00%). The Closing Fee shall be deemed fully earned on the Closing Date and shall be payable as provided in the Credit Agreement.
4.3 Unused Line Fee. The Borrower shall pay to the Administrative Agent, for the ratable account of each Lender (including the Lender named herein), an unused line fee (the "Unused Line Fee") at a rate equal to fifty hundredths of one percent (0.50%) per annum, calculated on the basis of a 360-day year for the actual number of days elapsed, on the daily average undrawn and uncancelled portion of the Lender's Commitment during the applicable quarter (or portion thereof). The Unused Line Fee shall be payable quarterly in arrears on each Quarterly Date (as defined in the Credit Agreement) and on the Maturity Date.
4.4 Exit Fee. Upon the maturity, termination, or full repayment of the DIP Facility (whether on the scheduled Maturity Date, upon acceleration, or otherwise), the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender (including the Lender named herein), an exit fee (the "Exit Fee") equal to one percent (1.00%) of the aggregate Commitments under the DIP Facility. The total Exit Fee payable to all Lenders is One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00) (being $175,000,000.00 × 1.00%). The Lender's pro rata share of the Exit Fee is Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (being $25,000,000.00 × 1.00%). The Exit Fee shall be deemed fully earned on the date the DIP Facility is entered into and shall be payable upon the maturity, termination, or full repayment of the DIP Facility, as applicable.
SECTION 5. PAYMENTS AND PREPAYMENTS
5.1 Manner of Payment. All payments of principal, interest, fees, and other amounts due under this Note shall be made to the Administrative Agent (Ironclad Capital Partners LP, 600 Lexington Avenue, 34th Floor, New York, New York 10022), for the account of the Lender, in accordance with the terms and conditions of the Credit Agreement. Payments received by the Administrative Agent shall be distributed to the Lender in accordance with its pro rata share as set forth in the Credit Agreement.
5.2 Voluntary Prepayments. The Borrower may, at its option, prepay the outstanding principal balance of this Note, in whole or in part, at any time and from time to time, subject to the terms and conditions governing voluntary prepayments set forth in the Credit Agreement, including, without limitation, compliance with minimum prepayment amounts, notice requirements, and the payment of any applicable breakage costs with respect to Term SOFR Loans.
5.3 Mandatory Prepayments. The Borrower shall make mandatory prepayments of the outstanding principal balance of this Note upon the occurrence of any mandatory prepayment event specified in the Credit Agreement, including, without limitation, prepayments from (a) net cash proceeds of asset dispositions (to the extent required by the Credit Agreement), (b) net cash proceeds of insurance and condemnation events, and (c) extraordinary receipts, in each case as and when required by the Credit Agreement.
5.4 Application of Payments. All payments received by the Administrative Agent under this Note and the Credit Agreement shall be applied in the order of priority specified in the Credit Agreement and the Orders. Unless otherwise specified therein, payments shall be applied first to fees and expenses then due and owing, second to accrued and unpaid interest, and third to outstanding principal, with any remainder applied to other Obligations.
5.5 No Prepayment Premium. Except as otherwise expressly provided in the Credit Agreement (including, without limitation, the Exit Fee described in Section 4.4 hereof and any applicable breakage costs), no premium or penalty shall be payable in connection with any prepayment of this Note.
SECTION 6. SECURITY AND PRIORITY
6.1 Security Interest. This Note is secured by perfected security interests in and liens upon all of the Collateral described in and pledged pursuant to the Credit Agreement, the DIP Security Agreement (as defined in the Credit Agreement), the DIP intellectual Property Security Agreement (as defined in the Credit Agreement), the Mortgages (as defined in the Credit Agreement), and each of the other Collateral Documents (as defined in the Credit Agreement). The Collateral includes, without limitation, all assets of the Borrower, whether now owned or hereafter acquired, of every kind and description, tangible and intangible, including but not limited to accounts, inventory, equipment, general intangibles, intellectual property, deposit accounts, investment property, instruments, chattel paper, letter-of-credit rights, commercial tort claims, real property, and the proceeds and products thereof. The Mortgages encumber the Borrower's real property interests located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas.
6.2 Collateral Agent. The Collateral Agent for the benefit of the Secured Parties is Meridian Trust Company, a New York-chartered trust company, with its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178. The Collateral Agent shall hold, administer, and enforce the security interests and liens granted under the Collateral Documents for the ratable benefit of the Secured Parties in accordance with the Credit Agreement and the Intercreditor Agreement (if any).
6.3 Superpriority Claims and Priming Liens. The Obligations evidenced by this Note, together with all other Obligations arising under the Credit Agreement and the other Loan Documents, constitute:
(a) Superpriority Administrative Expense Claims. Allowed superpriority administrative expense claims against the Borrower and its estate in the Chapter 11 Case, pursuant to Section 364(c)(1) of the Bankruptcy Code, with priority over any and all administrative expenses of the kind specified in, or ordered pursuant to, Sections 105, 326, 328, 330, 331, 365, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113, or 1114 of the Bankruptcy Code, or any other provision of the Bankruptcy Code or applicable law, subject only to the Carve-Out (as defined below);
(b) First-Priority Priming Liens. Perfected first-priority senior priming liens on all pre-petition collateral of the Borrower, pursuant to Section 364(d)(1) of the Bankruptcy Code, priming all existing liens (including the liens securing the Pre-Petition Secured Obligations), subject to the Permitted Prior Liens (as defined in the Credit Agreement) and the Carve-Out; and
(c) First-Priority Liens on Unencumbered Assets. Perfected first-priority liens on all assets of the Borrower that were not subject to valid, perfected, and non-avoidable liens as of the Petition Date, pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, subject to the Permitted Prior Liens and the Carve-Out.
6.4 Carve-Out. Notwithstanding the foregoing, the superpriority claims and liens granted hereunder and under the Orders are subject to the Carve-Out (as defined in the Credit Agreement and the Orders). The Carve-Out provides, following the delivery of a Carve-Out Trigger Notice by the Administrative Agent, for the payment of (i) allowed and unpaid professional fees and disbursements of estate professionals retained by the Borrower or any official committee of unsecured creditors appointed in the Chapter 11 Case, in an aggregate amount not to exceed Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00), and (ii) fees payable to the United States Trustee under 28 U.S.C. § 1930 and to the Clerk of the Bankruptcy Court, in an aggregate amount not to exceed Five Hundred Thousand and No/100 Dollars ($500,000.00), for a total post-trigger Carve-Out of Three Million and No/100 Dollars ($3,000,000.00). The Carve-Out shall be calculated and administered in accordance with the terms set forth in the Credit Agreement and the Orders.
SECTION 7. EVENTS OF DEFAULT AND REMEDIES
7.1 Events of Default. The occurrence of any Event of Default (as defined in the Credit Agreement), including, without limitation, any default under the financial covenants set forth in Section 8 hereof, shall constitute an Event of Default under this Note. The Events of Default under the Credit Agreement are hereby incorporated by reference as though fully set forth herein. Without limiting the generality of the foregoing, Events of Default include, among others, (a) failure to pay principal, interest, fees, or other amounts when due, (b) breach of representations or warranties, (c) failure to observe or perform any covenant, condition, or agreement under the Loan Documents, (d) cross-default to other indebtedness, (e) entry of any judgment or order against the Borrower in excess of specified thresholds, (f) conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, (g) appointment of a Chapter 11 trustee or examiner with expanded powers, (h) dismissal of the Chapter 11 Case, (i) reversal, vacation, or modification of any Order in a manner adverse to the Lenders, (j) the filing of any motion or pleading by the Borrower seeking any of the foregoing, and (k) such other Events of Default as are specified in the Credit Agreement.
7.2 Remedies. Upon the occurrence and during the continuance of any Event of Default:
(a) The Administrative Agent may, and upon the written direction of the Required Lenders (as defined in the Credit Agreement) shall, by written notice to the Borrower (with a copy to the Borrower's counsel and the United States Trustee), declare all Obligations evidenced by this Note and arising under the Credit Agreement and the other Loan Documents to be immediately due and payable in full, without further notice, demand, or presentment of any kind, all of which are hereby expressly waived by the Maker, subject in all respects to the terms and conditions of the Credit Agreement and the applicable Orders (including any notice, cure, or standstill periods provided therein).
(b) The Administrative Agent and the Collateral Agent may exercise any and all rights and remedies available to them under the Credit Agreement, the Collateral Documents, the Orders, and applicable law, including, without limitation, the right to foreclose upon, sell, or otherwise realize upon the Collateral in accordance with applicable provisions of the Uniform Commercial Code, the Bankruptcy Code, and the Orders.
7.3 Cumulative Remedies. The rights and remedies of the Lender, the Administrative Agent, and the Collateral Agent under this Note, the Credit Agreement, the Collateral Documents, and the Orders are cumulative and are in addition to all other rights and remedies available at law, in equity, or otherwise. No failure or delay on the part of the Lender, the Administrative Agent, or the Collateral Agent in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
SECTION 8. FINANCIAL COVENANTS (INCORPORATED BY REFERENCE)
8.1 General. The Borrower hereby acknowledges and agrees that it is subject to the financial covenants set forth in the Credit Agreement, which are incorporated herein by reference as though fully set forth herein. Without limiting the generality of the foregoing, the Borrower covenants and agrees to comply with the following financial covenants at all times during the term of this Note and the DIP Facility:
(a) Minimum Liquidity. The Borrower shall maintain, at all times, minimum Liquidity (as defined in the Credit Agreement, consisting of unrestricted cash and Cash Equivalents held in Controlled Accounts plus unused and available Commitments under the DIP Facility) of not less than Fifteen Million and No/100 Dollars ($15,000,000.00).
(b) Maximum Cumulative Variance to Budget. Actual aggregate disbursements of the Borrower shall not exceed budgeted disbursements set forth in the Approved Budget (as defined in the Credit Agreement) by more than fifteen percent (15%) on a rolling four (4)-week cumulative basis, measured and tested weekly as of each Testing Date (as defined in the Credit Agreement).
(c) Minimum EBITDA. The Borrower's EBITDA (as defined in the Credit Agreement, which definition shall in all respects govern the calculation thereof) shall not be less than negative Five Million and No/100 Dollars (-$5,000,000.00) for any rolling four (4)-week period, measured and tested as of each Testing Date.
8.2 Reporting and Certification. The Borrower shall deliver to the Administrative Agent (with copies to each Lender) all financial statements, budget variance reports, compliance certificates, and other reporting deliverables required by the Credit Agreement in connection with the testing and monitoring of the foregoing financial covenants. Failure to timely deliver any such report or certificate shall itself constitute an Event of Default under the Credit Agreement and this Note.
8.3 Breach. The breach by the Borrower of any financial covenant set forth in this Section 8 or in the Credit Agreement shall constitute an immediate Event of Default under the Credit Agreement and this Note, without regard to any notice or cure period, unless the Credit Agreement expressly provides for such a notice or cure period with respect to the specific financial covenant breached.
SECTION 9. WAIVERS BY MAKER
9.1 The Maker hereby waives presentment for payment, demand, notice of dishonor, protest, notice of protest, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and agrees that the liability of the Maker hereunder shall not be affected or impaired by any of the following: (a) any extension of time for payment or other modification of this Note or the Credit Agreement, (b) any release of, or failure to perfect a security interest in, any Collateral, (c) any release of any guarantor or other party liable for the Obligations, or (d) any other act or omission that might otherwise operate as a discharge or defense.
9.2 The Maker hereby waives all defenses based on suretyship or impairment of collateral, including, without limitation, any defense arising under Sections 3-605, 3-419, or 3-305 of the Uniform Commercial Code or any analogous provision of applicable law.
9.3 No delay or omission by the Lender, the Administrative Agent, or the Collateral Agent in exercising any right, remedy, or power hereunder or under the Credit Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. All rights and remedies of the Lender, the Administrative Agent, and the Collateral Agent hereunder are cumulative.
9.4 No waiver of any provision of this Note shall be effective unless it is in writing and signed by the party granting such waiver, and then only in the specific instance and for the specific purpose for which given.
SECTION 10. TRANSFER AND ASSIGNMENT
10.1 Assignment by Lender. This Note may be assigned or transferred, in whole or in part, by the Lender, and any interest herein may be sold, assigned, or participated, in each case in accordance with, and subject to, the assignment and participation provisions of the Credit Agreement. The Maker hereby acknowledges that each assignee or transferee of this Note (or of any interest herein) that becomes a party to the Credit Agreement as a Lender shall be entitled to all of the rights, benefits, powers, and privileges of the Lender hereunder and under the Credit Agreement and the other Loan Documents to the same extent as if such assignee or transferee were an original party hereto.
10.2 Register. The Borrower shall, or shall cause the Administrative Agent to, maintain a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amounts of Revolving Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent, the Collateral Agent, and each Lender shall treat each Person whose name is recorded in the Register as the owner of the applicable Note or Notes for all purposes of the Credit Agreement and this Note.
10.3 No Assignment by Maker. The Maker may not assign or transfer its obligations under this Note without the prior written consent of the Lender and the Administrative Agent.
SECTION 11. RELATIONSHIP TO CREDIT AGREEMENT
11.1 This Note is issued pursuant to, and is in all respects subject to, the terms and conditions of the Credit Agreement. The terms of this Note are supplemental to, and shall be read together with, the Credit Agreement and the other Loan Documents.
11.2 In the event of any conflict or inconsistency between the terms and provisions of this Note, on the one hand, and the terms and provisions of the Credit Agreement, on the other hand, the terms and provisions of the Credit Agreement shall in all respects govern and control.
11.3 Nothing contained in this Note shall be deemed to modify, amend, supplement, or supersede any provision of the Credit Agreement. All representations, warranties, covenants, conditions precedent, events of default, indemnification obligations, and other terms and provisions of the Credit Agreement are hereby incorporated herein by reference with the same force and effect as if fully set forth herein.
11.4 The Lender's rights and obligations with respect to voting, consent, amendment, waiver, and other actions under this Note are subject to, and shall be exercised in accordance with, the provisions of the Credit Agreement governing the rights and obligations of the Lenders thereunder, including, without limitation, the provisions requiring action by the Required Lenders.
SECTION 12. GOVERNING LAW
12.1 Governing Law. This Note 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 New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply.
12.2 Bankruptcy Proceedings. The Chapter 11 Case and all proceedings thereunder, including, without limitation, all matters relating to the DIP Facility, the Orders, and the rights of the Borrower as debtor-in-possession, shall be governed by applicable provisions of the Bankruptcy Code and shall be subject to the jurisdiction of the Bankruptcy Court.
SECTION 13. JURISDICTION AND VENUE
13.1 Bankruptcy Court Jurisdiction. The Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, in the Chapter 11 Case (Case No. 25-01147), for all matters arising out of or relating to this Note, the Credit Agreement, the DIP Facility, the other Loan Documents, or the transactions contemplated hereby or thereby, including, without limitation, any action to enforce, interpret, or construe any provision of this Note, the Credit Agreement, or the other Loan Documents, and any action to exercise remedies against the Collateral. The Maker agrees that all claims in respect of any such action or proceeding may be heard and determined in such court.
13.2 Post-Closing Jurisdiction. Following the closing of the Chapter 11 Case (whether by confirmation of a plan, dismissal, or otherwise) and to the extent the Bankruptcy Court no longer has jurisdiction, the Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in the Borough of Manhattan, City of New York, and any appellate court from any thereof, for the resolution of all disputes, claims, or controversies arising out of or relating to this Note, the Credit Agreement, the DIP Facility, or the other Loan Documents.
13.3 Waiver of Objections. The Maker hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (a) any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note, the Credit Agreement, or the other Loan Documents in any court referred to in Sections 13.1 and 13.2 hereof, and (b) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Maker 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.
SECTION 14. WAIVER OF JURY TRIAL
THE MAKER AND THE LENDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, THE DIP FACILITY, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF THE LENDER, THE ADMINISTRATIVE AGENT, OR THE COLLATERAL AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS NOTE AND THE CREDIT AGREEMENT AND THAT EACH PARTY HAS BEEN AFFORDED THE OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS LEGAL COUNSEL. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS NOTE, THE CREDIT AGREEMENT, OR THE OTHER LOAN DOCUMENTS.
SECTION 15. AMENDMENTS
15.1 This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument executed by the Maker and the Lender (or, if required by the Credit Agreement, the Required Lenders), in accordance with the amendment, modification, and waiver provisions set forth in the Credit Agreement. No oral agreement or course of dealing between the parties shall be effective to amend, modify, or waive any provision of this Note.
15.2 Any amendment, modification, supplement, or waiver effected in accordance with this Section 15 and the Credit Agreement shall be binding upon the Maker, the Lender, and each of their respective successors and assigns.
SECTION 16. SEVERABILITY
16.1 If any provision of this Note shall be held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and such invalidity, illegality, or unenforceability in any one jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.
16.2 In the event any provision of this Note is held to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a manner acceptable to the Bankruptcy Court and the parties in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.
SECTION 17. SUCCESSORS AND ASSIGNS
17.1 This Note shall be binding upon the Maker and its successors and assigns, including, without limitation, any trustee appointed in the Chapter 11 Case pursuant to Section 1104 of the Bankruptcy Code, any trustee appointed in any successor case (whether under Chapter 7 or Chapter 11 of the Bankruptcy Code), any examiner with expanded powers, any plan administrator or liquidating trustee appointed pursuant to a confirmed plan of reorganization or liquidation, and any other successor to the Borrower's estate.
17.2 This Note shall inure to the benefit of the Lender, the Administrative Agent, the Collateral Agent, and each of their respective successors and permitted assigns, and shall be enforceable by the Lender and its successors and assigns in accordance with its terms.
SECTION 18. NOTICES
18.1 General. All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be given in accordance with the notice provisions of the Credit Agreement. Delivery shall be deemed effective as provided in the Credit Agreement (including delivery by hand, by nationally recognized overnight courier, by first-class certified mail (return receipt requested, postage prepaid), or by electronic mail (to the extent permitted by the Credit Agreement)).
18.2 Addresses for Notices. Notices shall be directed to the following addresses (or to such other address as a party may designate in writing in accordance with the Credit Agreement):
If to the Lender:
Bramblewood Credit Advisors LLC 100 Federal Street, Suite 3100 Boston, Massachusetts 02110
Attention: Christine Morel, Principal
If to the Maker:
Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
Attention: James Delacroix, VP, Treasury & Capital Markets
with a copy (which shall not constitute notice) to:
Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
Attention: Monica Huang, General Counsel & Secretary
with a copy to Debtor's Counsel:
Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022
Attention: Nathaniel Bower
with a copy to the Administrative Agent:
Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Kevin Pratt
[Remainder of This Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the Maker has executed and delivered this Senior Secured Superpriority Debtor-in-Possession Revolving Credit Note as of the date first written above.
MAKER:.  
GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as Borrower and Debtor-in-Possession
By: ________
Name: Derek Calloway
Title: Chief Executive Officer and Manager
Date: May 22, 2025
ACKNOWLEDGED AND ACCEPTED BY LENDER:
BRAMBLEWOOD CREDIT ADVISORS LLC, a Delaware limited liability company, as Lender
By: ________
Name: Christine Morel
Title: Principal
Date: May 22, 2025
ACKNOWLEDGED BY ADMINISTRATIVE AGENT:
IRONCLAD CAPITAL PARTNERS LP, a Delaware limited partnership, as Administrative Agent
By: ________
Name: Kevin Pratt
Title: Vice President, Portfolio Management
Date: May 22, 2025

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION REVOLVING CREDIT NOTE

RECITALS

SECTION 1. PROMISE TO PAY

SECTION 2. MATURITY

SECTION 3. INTEREST

SECTION 4. FEES

SECTION 5. PAYMENTS AND PREPAYMENTS

SECTION 6. SECURITY AND PRIORITY

SECTION 7. EVENTS OF DEFAULT AND REMEDIES

SECTION 8. FINANCIAL COVENANTS (INCORPORATED BY REFERENCE)

SECTION 9. WAIVERS BY MAKER

SECTION 10. TRANSFER AND ASSIGNMENT

SECTION 11. RELATIONSHIP TO CREDIT AGREEMENT

SECTION 12. GOVERNING LAW

SECTION 13. JURISDICTION AND VENUE

SECTION 14. WAIVER OF JURY TRIAL

SECTION 15. AMENDMENTS

SECTION 16. SEVERABILITY

SECTION 17. SUCCESSORS AND ASSIGNS

SECTION 18. NOTICES

MAKER:.

ACKNOWLEDGED AND ACCEPTED BY LENDER:

ACKNOWLEDGED BY ADMINISTRATIVE AGENT:

Record

Parties

Dates

Amounts