Common use of Appointment of the Placement Agent Clause in Contracts

Appointment of the Placement Agent. The Seller and the Servicer each hereby appoints the Administrative Agent (in such capacity, or any Affiliate designated by the Administrative Agent, the “Placement Agent”) as the sole lead manager on any term takeout of Loans financed pursuant to this Agreement (a “Refinancing”), whether through the asset-backed securities market, in connection with Term Asset-Backed Securities Loan Facility program provided by The Federal Reserve Bank of New York (the “TALF Program”), or otherwise. For the avoidance of doubt, the Seller and Servicer hereby acknowledge that the appointment of the Placement Agent is a separate engagement from the “Liquidity Bank” role and arrangement provided by Citibank, N.A. or any of its affiliates and such appointment has been directed by the Seller in its sole discretion. In connection with such Refinancing, the Placement Agent shall, in its reasonable judgment and in consultation with the Seller, determine the timing, terms and Assets to be included in any such Refinancing; including any determination that the entry into such Refinancing would achieve extended terms and a lower cost of funds with respect to financing of the subject Loans than the existing terms hereunder. Upon receiving notice from the Placement Agent of a proposed Refinancing, the Seller, the Servicer and the Originator each agrees to cooperate with the Placement Agent and its designees, consistent with their rights hereunder and the terms hereof, to the extent necessary or appropriate to effectuate any Refinancing by the Placement Agent pursuant to the terms of this Section 2.22, including cooperating in making available to the Placement Agent the Asset Files and servicing records relating to the Loans. In consideration of the benefits received from the Administrative Agent hereunder, the Seller, the Servicer and Originator each hereby agrees and covenants that in connection with each Refinancing, it shall, at the request of the Placement Agent, make such representations and warranties concerning the Loans as of the “cutoff date” of the related Refinancing to or as directed by the Placement Agent as may be reasonably necessary, in the reasonable opinion of the Placement Agent, to effect such Refinancing, including any representations and warranties that may be required under the TALF Program. In addition, the Seller, the Servicer and Originator shall (A) cooperate with the Placement Agent in effecting any such Refinancing, including the transfer of all Asset Files with respect to the Loans and shall cooperate to implement all requirements imposed by any rating agency involved in any Refinancing; (B) supply such information, opinions of counsel, letters from law and/or accounting firms (including any certifications, opinions and auditor attestations required under the TALF Program) and other documentation and certificates regarding the origination of the Loans as the Placement Agent or any prospective purchaser or investor shall reasonably request to effect a Refinancing, and enter into such indemnification agreements customary for such transaction (and substantially similar to indemnification agreements provided for in similar transactions among the parties to the Refinancing) relating to or in connection with the Refinancing as the Placement Agent may reasonably require, including certifications, agreements and documents that may be required under the TALF Program; (C) make itself available for and engage in good faith consultation with the Placement Agent and prospective purchasers or investors concerning information to be contained in any document, agreement, private placement memorandum, prospectus, prospectus supplement or similar document or filing with The Federal Reserve Bank of New York, the Securities and Exchange Commission or such other governmental or regulatory entity relating to the Seller or the related Loans and use reasonable efforts to compile any information and prepare any reports and certificates, into a form, whether written or electronic, suitable for inclusion in such documentation, including certifications, agreements and documents that may be required under the TALF Program; and (D) to implement the foregoing and to otherwise effect any such Refinancing, enter into, or cause its Affiliates to enter into insurance and indemnity agreements, underwriting or placement agreements, servicing agreements, purchase agreements and any other documentation which may be reasonably required by the Placement Agent in order to effect any such Refinancing; and take such further actions as may be reasonably necessary to effect the foregoing; provided, that, (a) the Seller shall not have any liability for the Loans arising from or relating to the ongoing ability of the related obligors to pay under the Loans; (b) none of the indemnities hereunder shall constitute an unconditional guarantee by the Seller of collectibility of the Loans; (c) the Seller shall not have any obligation with respect to the financial inability of any obligor to pay principal, interest or other amount owing by such obligor under a Loan, (d) the Seller, the Servicer and the Originator shall not be obligated to make any representation or warranty that is not true, noting that the Seller, the Servicer and the Originator shall make reasonable efforts to take all applicable actions which would make such representation or warranty to be true, and (e) the Seller, the Servicer and the Originator shall not be required to breach any confidentiality agreement by which it is bound, noting that the Seller, the Servicer and the Originator shall make reasonable efforts similar to efforts made in previous transactions between the parties to obtain permissions to take the applicable action which would otherwise have been a breach of such confidentiality agreement. All costs and expenses in connection with this Section 2.22 shall be the sole responsibility of the Seller.

Appointment of the Placement Agent. The Seller and the Servicer each hereby appoints the Administrative Agent (in such capacity, or any Affiliate designated by the Administrative Agent, the “Placement Agent”) as the sole lead manager on any term takeout of Loans financed pursuant to this Agreement (a “Refinancing”), whether through the asset-backed securities market, in connection with Term Asset-Backed Securities Loan Facility program provided by The Federal Reserve Bank of New York (the “TALF Program”), or otherwise. For the avoidance of doubt, the Seller and Servicer hereby acknowledge that the appointment of the Placement Agent is a separate engagement from the “Liquidity Bank” role and arrangement provided by Citibank, N.A. or any of its affiliates and such appointment has been directed by the Seller in its sole discretion. In connection with any such Refinancing, the Placement Agent shall, in its reasonable judgment and in consultation with the Seller, determine the timing, terms and Assets to be included in any such Refinancing; including any determination that the entry into such Refinancing would achieve extended terms and a lower cost of funds with respect to financing of the subject Loans than the existing terms hereunder. Upon receiving notice from the Placement Agent of a proposed Refinancing, the Seller, the Servicer and the Originator each agrees to cooperate with the Placement Agent and its designees, consistent with their rights hereunder and the terms hereof, to the extent necessary or appropriate to effectuate any Refinancing by the Placement Agent pursuant to the terms of this Section 2.22, including cooperating in making available to the Placement Agent the Asset Files and servicing records relating to the Loans. In consideration of the benefits received from the Administrative Agent hereunder, the Seller, the Servicer and Originator each hereby agrees and covenants that in connection with each Refinancing, it shall, at the request of the Placement Agent, make such representations and warranties concerning the Loans as of the “cutoff date” of the related Refinancing to or as directed by the Placement Agent as may be reasonably necessary, in the reasonable opinion of the Placement Agent, to effect such Refinancing, including any representations and warranties that may be required under the TALF Program. In addition, the Seller, the Servicer and Originator shall (A) cooperate with the Placement Agent in effecting any such Refinancing, including the transfer of all Asset Files with respect to the Loans and shall cooperate to implement all requirements imposed by any rating agency involved in any Refinancing; (B) supply such information, opinions of counsel, letters from law and/or accounting firms (including any certifications, opinions and auditor attestations required under the TALF Program) and other documentation and certificates regarding the origination of the Loans as the Placement Agent or any prospective purchaser or investor shall reasonably request to effect a Refinancing, and enter into such indemnification agreements customary for such transaction (and substantially similar to indemnification agreements provided for in similar transactions among the parties to the Refinancing) relating to or in connection with the Refinancing as the Placement Agent may reasonably require, including certifications, agreements and documents that may be required under the TALF Program; (C) make itself available for and engage in good faith consultation with the Placement Agent and prospective purchasers or investors concerning information to be contained in any document, agreement, private placement memorandum, prospectus, prospectus supplement or similar document or filing with The Federal Reserve Bank of New York, the Securities and Exchange Commission or such other governmental or regulatory entity relating to the Seller or the related Loans and use reasonable efforts to compile any information and prepare any reports and certificates, into a form, whether written or electronic, suitable for inclusion in such documentation, including certifications, agreements and documents that may be required under the TALF Program; and (D) to implement the foregoing and to otherwise effect any such Refinancing, enter into, or cause its Affiliates to enter into insurance and indemnity agreements, underwriting or placement agreements, servicing agreements, purchase agreements and any other documentation which may be reasonably required by the Placement Agent in order to effect any such Refinancing; and take such further actions as may be reasonably necessary to effect the foregoing; provided, that, (a) the Seller shall not have any liability for the Loans arising from or relating to the ongoing ability of the related obligors to pay under the Loans; (b) none of the indemnities hereunder shall constitute an unconditional guarantee by the Seller of collectibility of the Loans; (c) the Seller shall not have any obligation with respect to the financial inability of any obligor to pay principal, interest or other amount owing by such obligor under a Loan, (d) the Seller, the Servicer and the Originator shall not be obligated to make any representation or warranty that is not true, noting that the Seller, the Servicer and the Originator shall make reasonable efforts to take all applicable actions which would make such representation or warranty to be true, and (e) the Seller, the Servicer and the Originator shall not be required to breach any confidentiality agreement by which it is bound, noting that the Seller, the Servicer and the Originator shall make reasonable efforts similar to efforts made in previous transactions between the parties to obtain permissions to take the applicable action which would otherwise have been a breach of such confidentiality agreement. All costs and expenses in connection with this Section 2.22 shall be the sole responsibility of the Seller.

Appointment of the Placement Agent. The Seller 1.1 Upon and subject to the Servicer each hereby appoints the Administrative Agent (in such capacity, or any Affiliate designated by the Administrative Agentterms and conditions hereinafter set forth, the “Company hereby engages the Placement Agent”) Agent as its exclusive agent for sale of the sole lead manager Shares on any term takeout of Loans financed pursuant to this Agreement (a “Refinancing”), whether through the asset-backed securities market, in connection with Term Asset-Backed Securities Loan Facility program provided by The Federal Reserve Bank of New York best efforts” basis for a period (the “TALF ProgramOffering Period”)) commencing on the date hereof and ending on the earlier of the Closing Date or September 30, or otherwise2005. For The Placement Agent agrees to use its best efforts to sell the avoidance Shares as agent of doubt, the Seller Company. It is understood and Servicer hereby acknowledge agreed that there is no firm commitment on the appointment part of the Placement Agent to purchase any of the Shares. The Placement Agent may employ subagents who are members in good standing of the National Association of Securities Dealers, Inc. for the offer and sale of the Shares, and, if such subagents are so employed, the Placement Agent shall be solely responsible for compensating any such subagents out of the commission payable to the Placement Agent and the Company shall not be responsible for compensating such subagents. 1.2 It is a separate engagement understood that the Placement Agent will have the exclusive right to seek purchasers of the Shares during the Offering Period (and after the expiration of the Offering Period if mutually agreed upon by both parties) and that, during such period, any inquiries or proposals with respect to the Shares directed to the Company from any source whatsoever will be referred to the “Liquidity Bank” role Placement Agent for purposes of analysis and arrangement provided by Citibankassistance in negotiation. During the Offering Period, N.A. neither the Company nor any person acting on the Company’s behalf will directly or indirectly (except through the Placement Agent) solicit any offer from any party to purchase the Shares. In the event that, during the Offering Period, the Company or any of its affiliates and such appointment has been directed officers, directors, employees, or representatives are contacted by or on behalf of any third party concerning the Seller Shares, the Company will so inform the Placement Agent promptly upon the Company’s knowledge thereof. 1.3 The Placement Agent will offer the Shares, as the Company’s agent, at a price to investors as described in its sole discretionthe second paragraph of this Agreement. In connection with such RefinancingAs compensation for their services, the Placement Agent shallwill be entitled to a commission of 6.00% of the aggregate purchase price of the Shares sold by the Company on or before October 10, in its reasonable judgment and in consultation with the Seller, determine the timing, terms and Assets 2005 to be included in any such Refinancing; including any determination that the entry into such Refinancing would achieve extended terms due and a lower cost of funds with respect to financing of the subject Loans than the existing terms hereunder. Upon receiving notice from the Placement Agent of a proposed Refinancing, the Seller, the Servicer and the Originator each agrees to cooperate with the Placement Agent and its designees, consistent with their rights hereunder and the terms hereof, to the extent necessary or appropriate to effectuate any Refinancing payable by the Placement Agent pursuant to the terms of this Section 2.22, including cooperating in making available Company to the Placement Agent on the Asset Files Closing Date. 1.4 It is understood and servicing records relating agreed that the Company, in its discretion, may reject, in whole or in part, any subscription for Shares presented to the Loans. In consideration of the benefits received from the Administrative Agent hereunder, the Seller, the Servicer and Originator each hereby agrees and covenants that in connection with each Refinancing, it shall, at the request of Company by the Placement Agent, make such representations and warranties concerning the Loans as of the “cutoff date” of the related Refinancing to or as directed by the Placement Agent as may be reasonably necessary, in the reasonable opinion of the Placement Agent, to effect such Refinancing, including any representations and warranties that may be required under the TALF Program. In addition, the SellerCompany, in its discretion, may withdraw, cancel or modify its offering of the Servicer Shares and Originator reject orders in whole or in part. No commission or other compensation shall (A) cooperate with be due or owing to the Placement Agent in effecting any such Refinancing, including the transfer of all Asset Files with respect to any subscription that is rejected, withdrawn or canceled by the Loans Company. 1.5 Closing of the offering contemplated by this Agreement shall take place at the offices of Hogan, Rosen, Beckham & Coren, LLP, at 9 a.m., on the day the SCCB Acquisition is consummated. Such date is referred to herein as the “Closing Date.” Payments for Shares purchased pursuant to the offering shall be made to an account designated by the Company in the aggregate amount of the purchase price for the Shares being purchased by the subscribers therefor, against delivery by or on behalf of the Company of certificates for or, if uncertificated, other evidence of ownership of the Shares to be purchased by such subscribers. The Shares shall be represented in the form of one or more definitive certificates registered in the names of the Purchasers (as hereinafter defined). Time shall be of the essence, and delivery of the certificates for the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Placement Agent hereunder. The Company shall cooperate notify the Purchasers at least two business days prior to implement all requirements imposed the Closing Date that the Company expects that the Closing Date will occur on such date. 1.6 The Placement Agent and any subagents employed by it shall not offer or solicit offers to buy and will not offer, solicit offers to buy, or sell the Shares by any rating agency involved form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the 1933 Act, and the Placement Agent and any subagents employed by it will not offer any of the Shares for sale, or solicit any offers to subscribe for or buy any of the Shares or negotiate with any person or entity in respect to any of the Shares, other than on the basis of the Private Placement Memorandum and in compliance with Regulation D under the 1000 Xxx. 1.7 The Shares shall not be offered or sold in any Refinancing; (B) supply jurisdiction other than the United States of America without the prior written consent of the Company. The Placement Agent and any subagents employed by them will not offer the Shares for sale to, sell to, or solicit any offers to subscribe for the Shares from any offeree who resides in a state where the securities laws require offerees to meet specified qualifications unless such informationofferee meets such qualifications, opinions of counselor where securities laws require offerees to receive disclosure documents until it has delivered a Private Placement Memorandum, letters from law and/or accounting firms (including attachments and any certifications, opinions and auditor attestations other information provided by the Company which is required to be delivered to purchasers pursuant to Regulation D under the TALF Program) and other documentation and certificates regarding 1933 Act, to such offeree. Within a reasonable time before the origination of the Loans as Closing Date, the Placement Agent or any prospective purchaser or investor its subagents shall reasonably request deliver all such documents to effect a Refinancing, all persons and enter into such indemnification agreements customary for such transaction (and substantially similar entities who are to indemnification agreements provided for in similar transactions among purchase the parties Shares to the Refinancing) relating to or in connection with the Refinancing as the Placement Agent may reasonably require, including certifications, agreements and documents that may be required under the TALF Program; (C) make itself available for and engage in good faith consultation with the Placement Agent and prospective purchasers or investors concerning information to be contained in any document, agreement, private placement memorandum, prospectus, prospectus supplement or similar document or filing with The Federal Reserve Bank of New York, the Securities and Exchange Commission or extent they have not theretofore received such other governmental or regulatory entity relating to the Seller or the related Loans and use reasonable efforts to compile any information and prepare any reports and certificates, into a form, whether written or electronic, suitable for inclusion in such documentation, including certifications, agreements and documents that may be required under the TALF Program; and (D) to implement the foregoing and to otherwise effect any such Refinancing, enter into, or cause its Affiliates to enter into insurance and indemnity agreements, underwriting or placement agreements, servicing agreements, purchase agreements and any other documentation which may be reasonably required by the Placement Agent in order to effect any such Refinancing; and take such further actions as may be reasonably necessary to effect the foregoing; provided, that, (a) the Seller shall not have any liability for the Loans arising from or relating to the ongoing ability of the related obligors to pay under the Loans; (b) none of the indemnities hereunder shall constitute an unconditional guarantee by the Seller of collectibility of the Loans; (c) the Seller shall not have any obligation with respect to the financial inability of any obligor to pay principal, interest or other amount owing by such obligor under a Loan, (d) the Seller, the Servicer and the Originator shall not be obligated to make any representation or warranty that is not true, noting that the Seller, the Servicer and the Originator shall make reasonable efforts to take all applicable actions which would make such representation or warranty to be true, and (e) the Seller, the Servicer and the Originator shall not be required to breach any confidentiality agreement by which it is bound, noting that the Seller, the Servicer and the Originator shall make reasonable efforts similar to efforts made in previous transactions between the parties to obtain permissions to take the applicable action which would otherwise have been a breach of such confidentiality agreement. All costs and expenses in connection with this Section 2.22 shall be the sole responsibility of the Sellerdocuments.

Appointment of the Placement Agent. The Seller (a) Subject to the terms and conditions and upon the Servicer each basis of the representations and warranties set forth herein, the Fund hereby appoints the Administrative Placement Agent (in such capacityas its exclusive selling agent, or and the Placement Agent agrees to use its best efforts, without any Affiliate designated by commitment on the Administrative Agent, the “Placement Agent”) as the sole lead manager on any term takeout of Loans financed pursuant to this Agreement (a “Refinancing”), whether through the asset-backed securities market, in connection with Term Asset-Backed Securities Loan Facility program provided by The Federal Reserve Bank of New York (the “TALF Program”), or otherwise. For the avoidance of doubt, the Seller and Servicer hereby acknowledge that the appointment part of the Placement Agent to purchase any Units, to procure subscribers for the Units at an initial purchase price of $12.50 per Unit and will continue such efforts to and including December 31, 2011, subject to a possible extension thru March 31, 2012 at the discretion of the Fund (the “Offering Period”). (b) All proceeds from the sale of Units during the Offering Period shall be deposited in an escrow account with Escrow Agent, for the benefit of the subscribers, and thereafter shall be paid to the Fund on the appropriate date of purchase of Units. If subscriptions for a number of Units equal to or in excess of the Offering Minimum shall not have been received and accepted by the Fund by the conclusion of the Offering Period, then each subscriber shall have returned to such subscriber one hundred percent (100%) of the subscriber’s subscription within fifteen (15) days following the termination of the offering, plus any interest accrued thereon (pro rata, taking in account the amount and the time of deposit). (c) The Placement Agent may, subject to the approval of the Fund, which approval shall not be unreasonably withheld, appoint as its agent to make offers and sales of the Units any securities broker/dealer that is a separate engagement from member in good standing of FINRA and foreign broker/dealers and institutions which are not members of FINRA but which agree to abide by the FINRA Rules of Fair Practice in making sales of the Units (hereinafter collectively referred to as the “Liquidity Bank” role Selling Agents”). The Placement Agent and arrangement provided by Citibankthe Selling Agents will make offers to sell Units to, N.A. or solicit offers to subscribe for any Units from, only those persons who meet the suitability requirements set forth in the Prospectus and the Statement of its affiliates Additional Information and such appointment persons in only those states where the Fund has been directed by registered or qualified the Seller in its sole discretion. In connection with such Refinancingoffering of Units for sale or under circumstances where the offering of Units for sale is exempt from registration and qualification. (d) With the approval of the Fund, the Placement Agent shallmay engage wholesalers, who are members of FINRA (“Approved Wholesalers”), to solicit registered broker dealers to participate in its reasonable judgment and in consultation with the Seller, determine offering of the timing, terms and Assets Units as Selling Agents (“Wholesaler Selling Agents”). (e) In consideration of the services to be included rendered by the Placement Agent hereunder, if a number of Units equal to or in any such Refinancing; including any determination that excess of the entry into such Refinancing would achieve extended terms Offering Minimum are sold and a lower cost of funds accepted by the Fund during the Offering Period, the Fund shall pay the Placement Agent compensation with respect to financing each Unit sold by the Fund as follows: i) A structuring fee (the “Structuring Fee”) of one-half of one percent (0.5%) of the subject Loans gross subscription amount of each sale to an investor (other than a Commission- Exempt Investor identified on Exhibit A (each, a “Commission-Exempt Investor”)) of the existing terms hereunder. Upon receiving notice from Units; ii) If the Placement Agent of investor is not a proposed RefinancingCommission-Exempt Investor, the Seller, the Servicer and the Originator investor verifies, at the time of the investor’s subscription for the Units, that the investor is then and has been a member of either the Iowa Corn Growers Association (“ICGA”) or a State Corn Growers Association identified on Exhibit A (each agrees such investor, a “CG Investor”), a selling commission (the “Selling Commission”) based on the table set forth below: provided, however, that no Selling Commission shall be payable pursuant to cooperate the foregoing if the purchase is made in an account with respect to which the account holder pays a regular management fee to a registered investment adviser, which management fee is determined based on the value of the assets under management (a “Managed Account”). iii) If the investor is neither a Commission-Exempt Investor nor a CG Investor, a Selling Commission based on the table set forth below: provided, however, that no Selling Commission shall be payable pursuant to the foregoing if the purchase is made in a Managed Account. iv) A wholesaling fee of up to two percent (2%) (as determined based on and in an amount equal to the fee set forth in the written agreement entered into between the Placement Agent and its designees, consistent with their rights hereunder and the terms hereof, applicable Approved Wholesaler) of the gross subscription amount of all sales made to investors holding Managed Accounts that are managed by registered investment advisers introduced to the extent necessary Placement Agent by an Approved Wholesaler; and v) A wholesaling fee of up to two percent (2%) (as determined based on and in an amount equal to the fee set forth in the written agreement entered into with the applicable Approved Wholesaler) on the gross subscription amount of all sales of Units made through a Wholesaler Selling Agent. (f) If a number of Units equal to or appropriate in excess of the Offering Minimum are sold and accepted by the Fund during the Offering Period, the Placement Agent may pay to effectuate any Refinancing each Selling Agent the selling commissions payable pursuant to Section 3(e) with respect to each Unit sold by such Selling Agent and accepted by the Fund. Such amount will be paid by the Placement Agent pursuant to the terms of this Section 2.22, including cooperating in making available to the Placement Agent the Asset Files and servicing records relating to the Loans. In consideration Selling Agents only out of the benefits compensation received from the Administrative Agent hereunder, the Seller, the Servicer and Originator each hereby agrees and covenants that in connection with each Refinancing, it shall, at the request of the Placement Agent, make such representations and warranties concerning the Loans as of the “cutoff date” of the related Refinancing to or as directed by the Placement Agent as may be reasonably necessary, in the reasonable opinion of the Placement Agent, to effect such Refinancing, including any representations and warranties that may be required under the TALF Program. In addition, the Seller, the Servicer and Originator shall (A) cooperate with the Placement Agent in effecting any such Refinancing, including the transfer of all Asset Files with respect to the Loans and shall cooperate to implement all requirements imposed by any rating agency involved in any Refinancing; (B) supply such information, opinions of counsel, letters from law and/or accounting firms (including any certifications, opinions and auditor attestations required under the TALF Program) and other documentation and certificates regarding the origination of the Loans as the Placement Agent or any prospective purchaser or investor shall reasonably request to effect a Refinancing, and enter into such indemnification agreements customary for such transaction (and substantially similar to indemnification agreements provided for in similar transactions among the parties to the Refinancing) relating to or in connection with the Refinancing as the Placement Agent may reasonably require, including certifications, agreements and documents that may be required under the TALF Program; (C) make itself available for and engage in good faith consultation with the Placement Agent and prospective purchasers or investors concerning information to be contained in any document, agreement, private placement memorandum, prospectus, prospectus supplement or similar document or filing with The Federal Reserve Bank of New York, the Securities and Exchange Commission or such other governmental or regulatory entity relating to the Seller or the related Loans and use reasonable efforts to compile any information and prepare any reports and certificates, into a form, whether written or electronic, suitable for inclusion in such documentation, including certifications, agreements and documents that may be required under the TALF Program; and (D) to implement the foregoing and to otherwise effect any such Refinancing, enter into, or cause its Affiliates to enter into insurance and indemnity agreements, underwriting or placement agreements, servicing agreements, purchase agreements and any other documentation which may be reasonably required by the Placement Agent in order respect of the sale of Units hereunder and described in Section 3(e) hereof. The arrangements, if any, between the Placement Agent and any Selling Agent shall be set forth in a Selling Agent Agreement in substantially the form filed as an Exhibit to effect any such Refinancing; and take such further actions as may be reasonably necessary the Registration Statement, unless the Fund shall consent to effect the foregoing; provided, other arrangements. (g) The Placement Agent agrees that, (a) the Seller shall not have any liability for the Loans arising from or relating to the ongoing ability of the related obligors to pay under the Loans; (b) none of the indemnities hereunder shall constitute an unconditional guarantee by the Seller of collectibility of the Loans; (c) the Seller shall not have any obligation with respect to the financial inability of any obligor to pay principal, interest or other amount owing by such obligor under a Loan, (d) the Sellerexcept as specifically set forth herein, the Servicer and the Originator Fund shall not be obligated liable for any commissions, fees or other placement agent or selling agent compensation due to make any representation or warranty that is not true, noting that the Seller, the Servicer and the Originator shall make reasonable efforts to take all applicable actions which would make such representation or warranty to be true, and (e) the Seller, the Servicer and the Originator shall not be required to breach any confidentiality agreement by which it is bound, noting that the Seller, the Servicer and the Originator shall make reasonable efforts similar to efforts made in previous transactions between the parties to obtain permissions to take the applicable action which would otherwise have been a breach of such confidentiality agreement. All costs and expenses Selling Agents in connection with this Section 2.22 the offer or sale of Units, and any compensation payable in respect thereof, except as specifically set forth herein, shall be the sole responsibility of the SellerPlacement Agent. (h) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Fund shall reimburse the Placement Agent for all expenses incident to the performance of the obligations of the Placement Agent or the Fund, including, but not limited to: all expenses and taxes incident to the sale and delivery of the Units; all expenses incident to the registration of the Units under the 1933 Act and the printing of copies of the Registration Statement, any preliminary prospectus, the Prospectus and Statement of Additional Information, the Sales Literature, any amendments or supplements thereto, the blue-sky memorandum, this Agreement, the Escrow Agreement, the Management Agreement, and the LLC Agreement and furnishing the same to the Placement Agent; all filing and printing fees and expenses including legal fees and disbursements of counsel retained for the purpose of such qualification) incurred in connection with qualification of the Units for sale under the laws of such jurisdictions as the Placement Agent and the Fund may designate upon agreement; all fees and expenses paid or incurred in connection with filings made with FINRA; all fees and expenses of the transfer agent and registrar for the Units, and the custodian of the Fund’s securities; all fees and expenses paid or incurred in connection with the preparation and execution of the LLC Agreement, the preparation, execution and filing of the Certificate of Formation, and all amendments or supplements thereto; all fees and expenses incurred in qualifying the Fund to transact business outside of the State of Delaware; the fees and disbursements of counsel to and accountants of the Fund; and all other costs and expenses incident to the performance of the obligations of the Fund hereunder which are not otherwise specifically provided for in this Section 3(h), including the fees and expenses of counsel to the Placement Agent, including (without limitation) such fees and expenses incurred with such counsel on behalf of the Fund in the qualification of the Units under state “blue sky” laws, and in obtaining the approval of FINRA of the terms of the offering. (i) Each person desiring to purchase Units is to (i) complete and manually execute a Subscription Agreement and mail or deliver such executed Subscription Agreement to the Placement Agent or any Selling Agent and (ii) (A) prior to Initial Closing, deliver to the Placement Agent or any Selling Agent a check made payable to Cedar Rapids Bank & Trust, as Escrow Agent for Zea Capital Fund LLC and after Initial Closing, deliver to the Placement Agent or any Selling Agent a check made payable to the Fund, which the Placement Agent or Selling Agent shall deliver to the Fund not later than noon of the next business day following receipt thereof, or (B) in accordance with the Prospectus, assure that such person’s account with the Placement Agent or such person’s Selling Agent contains or will contain cash or other good funds on the specified settlement date, in each case in the amount of the purchase price for each Unit that he desires to purchase. Each person who authorizes such person’s Selling Agent to debit such person’s customer account will be notified by such person’s Selling Agent of the settlement date for the purchase of such Units. Each such person must have funds to cover such person’s subscription payment in such person’s account on the specified settlement date and such person’s account will be debited on the settlement date. Each Selling Agent shall either (i) forward each check received to the Fund by noon of the first business day after receipt or (ii) forward the full purchase price of the Units subscribed for by wire transfer payable in federal funds to the Escrow Agent (prior to the Initial Closing) or to the Fund (after the Initial Closing) by noon after the first business day after settlement for such funds and simultaneously send an electronic mail message, telegram, telecopy or other appropriate communication stating the name of each investor and the amount of such investor’s subscription funds transferred to the Placement Agent and the Escrow Agent, as the case may be. Simultaneous with the transfer of any check or funds to the Placement Agent or the Escrow Agent, each Selling Agent shall forward the corresponding subscription agreement to the Placement Agent. The Placement Agent and any Selling Agent shall forward each check received by the Placement Agent or such Selling Agent to the Escrow Agent (prior to the Initial Closing) or to the Fund (after the Initial Closing), as the case may be, by noon of the first business day following receipt of such check. The Placement Agent shall also forward each subscription agreement the Placement Agent receives (whether from a Selling Agent or otherwise) to the Fund for acceptance or rejection on the first business day after receipt. (j) The Placement Agent will, in recommending to a prospective subscriber the purchase of Units, have reasonable grounds to believe, on the basis of information obtained from the prospective subscriber concerning the prospective subscriber’s investment objectives, other investments, financial situation and needs, and any other information known by Placement Agent, that: (i) the prospective subscriber meets the suitability requirements set forth in the Prospectus; (ii) the prospective subscriber is or will be in a financial position appropriate to enable the prospective subscriber to realize to a significant extent the benefits described in the Prospectus; (iii) the prospective subscriber has a fair market net worth sufficient to sustain the risks inherent in the Fund, including loss of investment and lack of liquidity; and (iv) the Fund is otherwise suitable for the prospective subscriber. (k) The Placement Agent will maintain in the files of the Placement Agent documents disclosing the basis upon which the determination of suitability was reached as to each subscriber introduced to the Fund by the Placement Agent. (l) The Placement Agent shall not execute any purchase of Units for a subscriber in a discretionary account without prior written approval of the transaction by the subscriber.

Appointment of the Placement Agent. The Seller 1.1 On the basis of the representations, warranties and covenants herein contained, but subject to the Servicer each hereby appoints the Administrative Agent (in such capacityterms and conditions herein set forth, or any Affiliate designated by the Administrative Agent, the “Placement Agent”) as the sole lead manager on any term takeout of Loans financed pursuant to this Agreement (a “Refinancing”), whether through the asset-backed securities market, in connection with Term Asset-Backed Securities Loan Facility program provided by The Federal Reserve Bank of New York (the “TALF Program”), or otherwise. For the avoidance of doubt, the Seller and Servicer hereby acknowledge that the appointment of the Placement Agent is hereby appointed and agrees to sell the Securities on a separate engagement from “best efforts” basis pursuant to (i) Tier 2 of Regulation A (“Reg A”) promulgated under the Securities Act of 1933, as amended (the “Liquidity Bank” role Securities Act”) and arrangement provided (ii) applicable state blue sky exemptions as listed in Exhibit A attached hereto and made a part hereof by Citibank, N.A. or any this reference. Subject to the prior approval of its affiliates and such appointment has been directed by the Seller in its sole discretion. In connection with such RefinancingIssuer, the Placement Agent shallis authorized to enlist other members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) acceptable to the Issuer (the “Selling Group Members”) to sell the Securities. 1.2 It is understood that no sale of the Securities shall be regarded as effective unless and until accepted by the Issuer. The Issuer reserves the right in its reasonable judgment sole discretion to accept or reject any subscription agreement for the Securities (the “Investment Agreement”) in whole or in part for a period of 30 days after receipt of the Investment Agreement. Any proposed purchase of the Securities not accepted within 30 days of receipt shall be deemed rejected. The Securities will be offered during a period commencing on the date of qualification of the Offering Circular and continuing until the Offering Termination Date, as defined in consultation with the Seller, determine Offering Circular (the timing, terms and Assets “Offering Period”). 1.3 Subject to the performance by the Issuer of all of the obligations to be included in any such Refinancing; including any determination that performed hereunder and to the entry into such Refinancing would achieve extended terms completeness and a lower cost accuracy of funds with respect to financing of all the subject Loans than the existing terms hereunder. Upon receiving notice from Issuer’s representations and warranties contained herein, the Placement Agent of a proposed Refinancing, the Seller, the Servicer hereby accepts such agency and the Originator each agrees to cooperate with the Placement Agent and its designees, consistent with their rights hereunder and on the terms hereof, and conditions herein set forth to use its best efforts during the extent necessary or appropriate Offering Period to effectuate any Refinancing by find qualified investors (the Placement Agent pursuant to “Investors”) for the terms of this Section 2.22, including cooperating Securities. 1.4 This is a non-exclusive relationship. The Issuer may offer and sell the Securities itself and through other SEC registered FINRA member broker/dealers in making available to the Placement Agent the Asset Files and servicing records relating to the Loans. In consideration sole discretion of the benefits received from the Administrative Agent hereunder, the Seller, the Servicer and Originator each hereby agrees and covenants that in connection with each Refinancing, it shall, at the request of the Placement Agent, make such representations and warranties concerning the Loans as of the “cutoff date” of the related Refinancing to or as directed by the Placement Agent as may be reasonably necessary, in the reasonable opinion of the Placement Agent, to effect such Refinancing, including any representations and warranties that may be required under the TALF Program. In addition, the Seller, the Servicer and Originator shall (A) cooperate with the Placement Agent in effecting any such Refinancing, including the transfer of all Asset Files with respect to the Loans and shall cooperate to implement all requirements imposed by any rating agency involved in any Refinancing; (B) supply such information, opinions of counsel, letters from law and/or accounting firms (including any certifications, opinions and auditor attestations required under the TALF Program) and other documentation and certificates regarding the origination of the Loans as the Placement Agent or any prospective purchaser or investor shall reasonably request to effect a Refinancing, and enter into such indemnification agreements customary for such transaction (and substantially similar to indemnification agreements provided for in similar transactions among the parties to the Refinancing) relating to or in connection with the Refinancing as the Placement Agent may reasonably require, including certifications, agreements and documents that may be required under the TALF Program; (C) make itself available for and engage in good faith consultation with the Placement Agent and prospective purchasers or investors concerning information to be contained in any document, agreement, private placement memorandum, prospectus, prospectus supplement or similar document or filing with The Federal Reserve Bank of New York, the Securities and Exchange Commission or such other governmental or regulatory entity relating to the Seller or the related Loans and use reasonable efforts to compile any information and prepare any reports and certificates, into a form, whether written or electronic, suitable for inclusion in such documentation, including certifications, agreements and documents that may be required under the TALF Program; and (D) to implement the foregoing and to otherwise effect any such Refinancing, enter into, or cause its Affiliates to enter into insurance and indemnity agreements, underwriting or placement agreements, servicing agreements, purchase agreements and any other documentation which may be reasonably required by the Placement Agent in order to effect any such Refinancing; and take such further actions as may be reasonably necessary to effect the foregoing; provided, that, (a) the Seller shall not have any liability for the Loans arising from or relating to the ongoing ability of the related obligors to pay under the Loans; (b) none of the indemnities hereunder shall constitute an unconditional guarantee by the Seller of collectibility of the Loans; (c) the Seller shall not have any obligation with respect to the financial inability of any obligor to pay principal, interest or other amount owing by such obligor under a Loan, (d) the Seller, the Servicer and the Originator shall not be obligated to make any representation or warranty that is not true, noting that the Seller, the Servicer and the Originator shall make reasonable efforts to take all applicable actions which would make such representation or warranty to be true, and (e) the Seller, the Servicer and the Originator shall not be required to breach any confidentiality agreement by which it is bound, noting that the Seller, the Servicer and the Originator shall make reasonable efforts similar to efforts made in previous transactions between the parties to obtain permissions to take the applicable action which would otherwise have been a breach of such confidentiality agreement. All costs and expenses in connection with this Section 2.22 shall be the sole responsibility of the SellerIssuer.

Appointment of the Placement Agent. The Seller (a) Subject to the terms and conditions and upon the Servicer each basis of the representations and warranties set forth herein, the Fund hereby appoints the Administrative Placement Agent (in such capacityas its exclusive selling agent, or and the Placement Agent agrees to use its best efforts, without any Affiliate designated by commitment on the Administrative Agent, the “Placement Agent”) as the sole lead manager on any term takeout of Loans financed pursuant to this Agreement (a “Refinancing”), whether through the asset-backed securities market, in connection with Term Asset-Backed Securities Loan Facility program provided by The Federal Reserve Bank of New York (the “TALF Program”), or otherwise. For the avoidance of doubt, the Seller and Servicer hereby acknowledge that the appointment part of the Placement Agent to purchase any Units, to procure subscribers for the Units at an initial purchase price of $12.50 per Unit and will continue such efforts to and including December 31, 2011, subject to a possible extension thru March 31, 2012 at the discretion of the Fund (the “Offering Period”). (b) All proceeds from the sale of Units during the Offering Period shall be deposited in an escrow account with Escrow Agent, for the benefit of the subscribers, and thereafter shall be paid to the Fund on the appropriate date of purchase of Units. If subscriptions for a number of Units equal to or in excess of the Offering Minimum shall not have been received and accepted by the Fund by the conclusion of the Offering Period, then each subscriber shall have returned to such Subscriber one hundred percent (100%) of the Subscriber’s subscription within fifteen (15) days following the termination of the offering, plus any interest accrued thereon (pro rata, taking in account the amount and the time of deposit). (c) The Placement Agent may, subject to the approval of the Fund, which approval shall not be unreasonably withheld, appoint as its agent to make offers and sales of the Units any securities broker/dealer that is a separate engagement from member in good standing of FINRA and foreign broker/dealers and institutions which are not members of FINRA but which agree to abide by the FINRA Rules of Fair Practice in making sales of the Units (hereinafter collectively referred to as the “Liquidity Bank” role Selling Agents”). The Placement Agent and arrangement provided by Citibankthe Selling Agents will make offers to sell Units to, N.A. or solicit offers to subscribe for any Units from, only those persons who meet the suitability requirements set forth in the Prospectus and the Statement of its affiliates Additional Information and such appointment persons in only those states where the Fund has been directed by registered or qualified the Seller in its sole discretion. In connection with such Refinancingoffering of Units for sale or under circumstances where the offering of Units for sale is exempt from registration and qualification. (d) With the approval of the Fund, the Placement Agent shallmay engage wholesalers, who are members of FINRA (“Approved Wholesalers”), to solicit registered broker dealers to participate in its reasonable judgment and in consultation with the Seller, determine offering of the timing, terms and Assets Units as Selling Agents (“Wholesaler Selling Agents”). (e) In consideration of the services to be included rendered by the Placement Agent hereunder, if a number of Units equal to or in any such Refinancing; including any determination that excess of the entry into such Refinancing would achieve extended terms Offering Minimum are sold and a lower cost of funds accepted by the Fund during the Offering Period, the Fund shall pay the Placement Agent compensation with respect to financing each Unit sold by the Fund as follows: i) A structuring fee (the “Structuring Fee”) of one-half of one percent (0.5%) of the subject Loans gross subscription amount of each sale to an investor (other than a Commission-Exempt Investor identified on Exhibit A (each, a “Commission-Exempt Investor”)) of the existing terms hereunder. Upon receiving notice from Units; ii) If the Placement Agent of investor is not a proposed RefinancingCommission-Exempt Investor, the Seller, the Servicer and the Originator investor verifies, at the time of the investor’s subscription for the Units, that the investor is then and has been a member of either the Iowa Corn Growers Association (“ICGA”) or a State Corn Growers Association identified on Exhibit A (each agrees such investor, a “CG Investor”), a selling commission (the “Selling Commission”) based on the table set forth below: provided, however, that no Selling Commission shall be payable pursuant to cooperate the foregoing if the purchase is made in an account with respect to which the account holder pays a regular management fee to a registered investment adviser, which management fee is determined based on the value of the assets under management (a “Managed Account”). iii) If the investor is neither a Commission-Exempt Investor nor a CG Investor, a Selling Commission based on the table set forth below: provided, however, that no Selling Commission shall be payable pursuant to the foregoing if the purchase is made in a Managed Account. iv) A wholesaling fee of up to two percent (2%) (as determined based on and in an amount equal to the fee set forth in the written agreement entered into between the Placement Agent and its designees, consistent with their rights hereunder and the terms hereof, applicable Approved Wholesaler) of the gross subscription amount of all sales made to investors holding Managed Accounts that are managed by registered investment advisers introduced to the extent necessary Placement Agent by an Approved Wholesaler; and v) A wholesaling fee of up to two percent (2%) (as determined based on and in an amount equal to the fee set forth in the written agreement entered into with the applicable Approved Wholesaler) on the gross subscription amount of all sales of Units made through a Wholesaler Selling Agent. (f) If a number of Units equal to or appropriate in excess of the Offering Minimum are sold and accepted by the Fund during the Offering Period, the Placement Agent may pay to effectuate any Refinancing each Selling Agent the selling commissions payable pursuant to Section 3(e) with respect to each Unit sold by such Selling Agent and accepted by the Fund. Such amount will be paid by the Placement Agent pursuant to the terms of this Section 2.22, including cooperating in making available to the Placement Agent the Asset Files and servicing records relating to the Loans. In consideration Selling Agents only out of the benefits compensation received from the Administrative Agent hereunder, the Seller, the Servicer and Originator each hereby agrees and covenants that in connection with each Refinancing, it shall, at the request of the Placement Agent, make such representations and warranties concerning the Loans as of the “cutoff date” of the related Refinancing to or as directed by the Placement Agent as may be reasonably necessary, in the reasonable opinion of the Placement Agent, to effect such Refinancing, including any representations and warranties that may be required under the TALF Program. In addition, the Seller, the Servicer and Originator shall (A) cooperate with the Placement Agent in effecting any such Refinancing, including the transfer of all Asset Files with respect to the Loans and shall cooperate to implement all requirements imposed by any rating agency involved in any Refinancing; (B) supply such information, opinions of counsel, letters from law and/or accounting firms (including any certifications, opinions and auditor attestations required under the TALF Program) and other documentation and certificates regarding the origination of the Loans as the Placement Agent or any prospective purchaser or investor shall reasonably request to effect a Refinancing, and enter into such indemnification agreements customary for such transaction (and substantially similar to indemnification agreements provided for in similar transactions among the parties to the Refinancing) relating to or in connection with the Refinancing as the Placement Agent may reasonably require, including certifications, agreements and documents that may be required under the TALF Program; (C) make itself available for and engage in good faith consultation with the Placement Agent and prospective purchasers or investors concerning information to be contained in any document, agreement, private placement memorandum, prospectus, prospectus supplement or similar document or filing with The Federal Reserve Bank of New York, the Securities and Exchange Commission or such other governmental or regulatory entity relating to the Seller or the related Loans and use reasonable efforts to compile any information and prepare any reports and certificates, into a form, whether written or electronic, suitable for inclusion in such documentation, including certifications, agreements and documents that may be required under the TALF Program; and (D) to implement the foregoing and to otherwise effect any such Refinancing, enter into, or cause its Affiliates to enter into insurance and indemnity agreements, underwriting or placement agreements, servicing agreements, purchase agreements and any other documentation which may be reasonably required by the Placement Agent in order respect of the sale of Units hereunder and described in Section 3(e) hereof. The arrangements, if any, between the Placement Agent and any Selling Agent shall be set forth in a Selling Agent Agreement in substantially the form filed as an Exhibit to effect any such Refinancing; and take such further actions as may be reasonably necessary the Registration Statement, unless the Fund shall consent to effect the foregoing; provided, other arrangements. (g) The Placement Agent agrees that, (a) the Seller shall not have any liability for the Loans arising from or relating to the ongoing ability of the related obligors to pay under the Loans; (b) none of the indemnities hereunder shall constitute an unconditional guarantee by the Seller of collectibility of the Loans; (c) the Seller shall not have any obligation with respect to the financial inability of any obligor to pay principal, interest or other amount owing by such obligor under a Loan, (d) the Sellerexcept as specifically set forth herein, the Servicer and the Originator Fund shall not be obligated liable for any commissions, fees or other placement agent or selling agent compensation due to make any representation or warranty that is not true, noting that the Seller, the Servicer and the Originator shall make reasonable efforts to take all applicable actions which would make such representation or warranty to be true, and (e) the Seller, the Servicer and the Originator shall not be required to breach any confidentiality agreement by which it is bound, noting that the Seller, the Servicer and the Originator shall make reasonable efforts similar to efforts made in previous transactions between the parties to obtain permissions to take the applicable action which would otherwise have been a breach of such confidentiality agreement. All costs and expenses Selling Agents in connection with this Section 2.22 the offer or sale of Units, and any compensation payable in respect thereof, except as specifically set forth herein, shall be the sole responsibility of the SellerPlacement Agent. (h) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Fund shall reimburse the Placement Agent for all expenses incident to the performance of the obligations of the Placement Agent or the Fund, including, but not limited to: all expenses and taxes incident to the sale and delivery of the Units; all expenses incident to the registration of the Units under the 1933 Act and the printing of copies of the Registration Statement, any preliminary prospectus, the Prospectus and Statement of Additional Information, the Sales Literature, any amendments or supplements thereto, the blue-sky memorandum, this Agreement, the Escrow Agreement, the Management Agreement, and the LLC Agreement and furnishing the same to the Placement Agent; all filing and printing fees and expenses including legal fees and disbursements of counsel retained for the purpose of such qualification) incurred in connection with qualification of the Units for sale under the laws of such jurisdictions as the Placement Agent and the Fund may designate upon agreement; all fees and expenses paid or incurred in connection with filings made with FINRA; all fees and expenses of the transfer agent and registrar for the Units, and the custodian of the Fund’s securities; all fees and expenses paid or incurred in connection with the preparation and execution of the LLC Agreement, the preparation, execution and filing of the Certificate of Formation, and all amendments or supplements thereto; all fees and expenses incurred in qualifying the Fund to transact business outside of the State of Delaware; the fees and disbursements of counsel to and accountants of the Fund; and all other costs and expenses incident to the performance of the obligations of the Fund hereunder which are not otherwise specifically provided for in this Section 3(h), including the fees and expenses of counsel to the Placement Agent, including (without limitation) such fees and expenses incurred with such counsel on behalf of the Fund in the qualification of the Units under state “blue sky” laws, and in obtaining the approval of FINRA of the terms of the offering. (i) Each person desiring to purchase Units is to (i) complete and manually execute a Subscription Agreement and mail or deliver such executed Subscription Agreement to the Placement Agent or any Selling Agent and (ii) (A) prior to Initial Closing, deliver to the Placement Agent or any Selling Agent a check made payable to the Escrow Agent and after Initial Closing, deliver to the Placement Agent or any Selling Agent a check made payable to the Fund or (B) in accordance with the Prospectus, assure that such person’s account with the Placement Agent or such person’s Selling Agent contains or will contain cash or other good funds on the specified settlement date, in each case in the amount of the purchase price for each Unit that he desires to purchase. Each person who authorizes such person’s Selling Agent to debit such person’s customer account will be notified by such person’s Selling Agent of the settlement date for the purchase of such Units. Each such person must have funds to cover such person’s subscription payment in such person’s account on the specified settlement date and such person’s account will be debited on the settlement date. Each Selling Agent shall either (i) forward each check received to the Placement Agent by noon of the first business day after receipt or (ii) forward the full purchase price of the Units subscribed for by wire transfer payable in federal funds to the Escrow Agent (prior to the Initial Closing) or to the Fund (after the Initial Closing) by noon after the first business day after settlement for such funds and simultaneously send an electronic mail message, telegram, telecopy or other appropriate communication stating the name of each investor and the amount of such investor’s subscription funds transferred to the Placement Agent and the Escrow Agent, as the case may be. Simultaneous with the transfer of any check or funds to the Placement Agent or the Escrow Agent, each Selling Agent shall forward the corresponding subscription agreement to the Placement Agent. The Placement Agent shall forward each check received by the Placement Agent to the Escrow Agent or to the Fund, as the case may be, by noon of the first business day following receipt of such check. The Placement Agent shall also forward each subscription agreement the Placement Agent receives (whether from a Selling Agent or otherwise) to the Fund for acceptance or rejection on the first business day after receipt.

Appointment of the Placement Agent. The Seller (a) Subject to the terms and conditions and upon the Servicer each basis of the representations and warranties set forth herein, the Fund hereby appoints the Administrative Placement Agent (in such capacityas its exclusive selling agent, or and the Placement Agent agrees to use its best efforts, without any Affiliate designated by commitment on the Administrative Agent, the “Placement Agent”) as the sole lead manager on any term takeout of Loans financed pursuant to this Agreement (a “Refinancing”), whether through the asset-backed securities market, in connection with Term Asset-Backed Securities Loan Facility program provided by The Federal Reserve Bank of New York (the “TALF Program”), or otherwise. For the avoidance of doubt, the Seller and Servicer hereby acknowledge that the appointment part of the Placement Agent to purchase any Units, to procure subscribers for the Units at an initial purchase price of $12.50 per Unit and will continue such efforts to and including December 31, 2011, subject to a possible extension thru March 31, 2012 at the discretion of the Fund (the “Offering Period”). (b) All proceeds from the sale of Units during the Offering Period shall be deposited in an escrow account with Escrow Agent, for the benefit of the subscribers, and thereafter shall be paid to the Fund on the appropriate date of purchase of Units. If subscriptions for a number of Units equal to or in excess of the Offering Minimum shall not have been received and accepted by the Fund by the conclusion of the Offering Period, then each subscriber shall have returned to such subscriber one hundred percent (100%) of the subscriber’s subscription within fifteen (15) days following the termination of the offering, plus any interest accrued thereon (pro rata, taking in account the amount and the time of deposit). (c) The Placement Agent may, subject to the approval of the Fund, which approval shall not be unreasonably withheld, appoint as its agent to make offers and sales of the Units any securities broker/dealer that is a separate engagement from member in good standing of FINRA and foreign broker/dealers and institutions which are not members of FINRA but which agree to abide by the FINRA Rules of Fair Practice in making sales of the Units (hereinafter collectively referred to as the “Liquidity Bank” role Selling Agents”). The Placement Agent and arrangement provided by Citibankthe Selling Agents will make offers to sell Units to, N.A. or solicit offers to subscribe for any Units from, only those persons who meet the suitability requirements set forth in the Prospectus and the Statement of its affiliates Additional Information and such appointment persons in only those states where the Fund has been directed by registered or qualified the Seller in its sole discretion. In connection with such Refinancingoffering of Units for sale or under circumstances where the offering of Units for sale is exempt from registration and qualification. (d) With the approval of the Fund, the Placement Agent shallmay engage wholesalers, who are members of FINRA (“Approved Wholesalers”), to solicit registered broker dealers to participate in its reasonable judgment and in consultation with the Seller, determine offering of the timing, terms and Assets Units as Selling Agents (“Wholesaler Selling Agents”). (e) In consideration of the services to be included rendered by the Placement Agent hereunder, if a number of Units equal to or in any such Refinancing; including any determination that excess of the entry into such Refinancing would achieve extended terms Offering Minimum are sold and a lower cost of funds accepted by the Fund during the Offering Period, the Fund shall pay the Placement Agent compensation with respect to financing each Unit sold by the Fund as follows: i) A structuring fee (the “Structuring Fee”) of one-half of one percent (0.5%) of the subject Loans gross subscription amount of each sale to an investor (other than a Commission-Exempt Investor identified on Exhibit A (each, a “Commission-Exempt Investor”)) of the existing terms hereunder. Upon receiving notice from Units; ii) If the Placement Agent of investor is not a proposed RefinancingCommission-Exempt Investor, the Seller, the Servicer and the Originator investor verifies, at the time of the investor’s subscription for the Units, that the investor is then and has been a member of either the Iowa Corn Growers Association (“ICGA”) or a State Corn Growers Association identified on Exhibit A (each agrees such investor, a “CG Investor”), a selling commission (the “Selling Commission”) based on the table set forth below: provided, however, that no Selling Commission shall be payable pursuant to cooperate the foregoing if the purchase is made in an account with respect to which the account holder pays a regular management fee to a registered investment adviser, which management fee is determined based on the value of the assets under management (a “Managed Account”). iii) If the investor is neither a Commission-Exempt Investor nor a CG Investor, a Selling Commission based on the table set forth below: provided, however, that no Selling Commission shall be payable pursuant to the foregoing if the purchase is made in a Managed Account. iv) A wholesaling fee of up to two percent (2%) (as determined based on and in an amount equal to the fee set forth in the written agreement entered into between the Placement Agent and its designees, consistent with their rights hereunder and the terms hereof, applicable Approved Wholesaler) of the gross subscription amount of all sales made to investors holding Managed Accounts that are managed by registered investment advisers introduced to the extent necessary Placement Agent by an Approved Wholesaler; and v) A wholesaling fee of up to two percent (2%) (as determined based on and in an amount equal to the fee set forth in the written agreement entered into with the applicable Approved Wholesaler) on the gross subscription amount of all sales of Units made through a Wholesaler Selling Agent. (f) If a number of Units equal to or appropriate in excess of the Offering Minimum are sold and accepted by the Fund during the Offering Period, the Placement Agent may pay to effectuate any Refinancing each Selling Agent the selling commissions payable pursuant to Section 3(e) with respect to each Unit sold by such Selling Agent and accepted by the Fund. Such amount will be paid by the Placement Agent pursuant to the terms of this Section 2.22, including cooperating in making available to the Placement Agent the Asset Files and servicing records relating to the Loans. In consideration Selling Agents only out of the benefits compensation received from the Administrative Agent hereunder, the Seller, the Servicer and Originator each hereby agrees and covenants that in connection with each Refinancing, it shall, at the request of the Placement Agent, make such representations and warranties concerning the Loans as of the “cutoff date” of the related Refinancing to or as directed by the Placement Agent as may be reasonably necessary, in the reasonable opinion of the Placement Agent, to effect such Refinancing, including any representations and warranties that may be required under the TALF Program. In addition, the Seller, the Servicer and Originator shall (A) cooperate with the Placement Agent in effecting any such Refinancing, including the transfer of all Asset Files with respect to the Loans and shall cooperate to implement all requirements imposed by any rating agency involved in any Refinancing; (B) supply such information, opinions of counsel, letters from law and/or accounting firms (including any certifications, opinions and auditor attestations required under the TALF Program) and other documentation and certificates regarding the origination of the Loans as the Placement Agent or any prospective purchaser or investor shall reasonably request to effect a Refinancing, and enter into such indemnification agreements customary for such transaction (and substantially similar to indemnification agreements provided for in similar transactions among the parties to the Refinancing) relating to or in connection with the Refinancing as the Placement Agent may reasonably require, including certifications, agreements and documents that may be required under the TALF Program; (C) make itself available for and engage in good faith consultation with the Placement Agent and prospective purchasers or investors concerning information to be contained in any document, agreement, private placement memorandum, prospectus, prospectus supplement or similar document or filing with The Federal Reserve Bank of New York, the Securities and Exchange Commission or such other governmental or regulatory entity relating to the Seller or the related Loans and use reasonable efforts to compile any information and prepare any reports and certificates, into a form, whether written or electronic, suitable for inclusion in such documentation, including certifications, agreements and documents that may be required under the TALF Program; and (D) to implement the foregoing and to otherwise effect any such Refinancing, enter into, or cause its Affiliates to enter into insurance and indemnity agreements, underwriting or placement agreements, servicing agreements, purchase agreements and any other documentation which may be reasonably required by the Placement Agent in order respect of the sale of Units hereunder and described in Section 3(e) hereof. The arrangements, if any, between the Placement Agent and any Selling Agent shall be set forth in a Selling Agent Agreement in substantially the form filed as an Exhibit to effect any such Refinancing; and take such further actions as may be reasonably necessary the Registration Statement, unless the Fund shall consent to effect the foregoing; provided, other arrangements. (g) The Placement Agent agrees that, (a) the Seller shall not have any liability for the Loans arising from or relating to the ongoing ability of the related obligors to pay under the Loans; (b) none of the indemnities hereunder shall constitute an unconditional guarantee by the Seller of collectibility of the Loans; (c) the Seller shall not have any obligation with respect to the financial inability of any obligor to pay principal, interest or other amount owing by such obligor under a Loan, (d) the Sellerexcept as specifically set forth herein, the Servicer and the Originator Fund shall not be obligated liable for any commissions, fees or other placement agent or selling agent compensation due to make any representation or warranty that is not true, noting that the Seller, the Servicer and the Originator shall make reasonable efforts to take all applicable actions which would make such representation or warranty to be true, and (e) the Seller, the Servicer and the Originator shall not be required to breach any confidentiality agreement by which it is bound, noting that the Seller, the Servicer and the Originator shall make reasonable efforts similar to efforts made in previous transactions between the parties to obtain permissions to take the applicable action which would otherwise have been a breach of such confidentiality agreement. All costs and expenses Selling Agents in connection with this Section 2.22 the offer or sale of Units, and any compensation payable in respect thereof, except as specifically set forth herein, shall be the sole responsibility of the SellerPlacement Agent. (h) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Fund shall reimburse the Placement Agent for all expenses incident to the performance of the obligations of the Placement Agent or the Fund, including, but not limited to: all expenses and taxes incident to the sale and delivery of the Units; all expenses incident to the registration of the Units under the 1933 Act and the printing of copies of the Registration Statement, any preliminary prospectus, the Prospectus and Statement of Additional Information, the Sales Literature, any amendments or supplements thereto, the blue-sky memorandum, this Agreement, the Escrow Agreement, the Management Agreement, and the LLC Agreement and furnishing the same to the Placement Agent; all filing and printing fees and expenses including legal fees and disbursements of counsel retained for the purpose of such qualification) incurred in connection with qualification of the Units for sale under the laws of such jurisdictions as the Placement Agent and the Fund may designate upon agreement; all fees and expenses paid or incurred in connection with filings made with FINRA; all fees and expenses of the transfer agent and registrar for the Units, and the custodian of the Fund’s securities; all fees and expenses paid or incurred in connection with the preparation and execution of the LLC Agreement, the preparation, execution and filing of the Certificate of Formation, and all amendments or supplements thereto; all fees and expenses incurred in qualifying the Fund to transact business outside of the State of Delaware; the fees and disbursements of counsel to and accountants of the Fund; and all other costs and expenses incident to the performance of the obligations of the Fund hereunder which are not otherwise specifically provided for in this Section 3(h), including the fees and expenses of counsel to the Placement Agent, including (without limitation) such fees and expenses incurred with such counsel on behalf of the Fund in the qualification of the Units under state “blue sky” laws, and in obtaining the approval of FINRA of the terms of the offering. (i) Each person desiring to purchase Units is to (i) complete and manually execute a Subscription Agreement and mail or deliver such executed Subscription Agreement to the Placement Agent or any Selling Agent and (ii) (A) prior to Initial Closing, deliver to the Placement Agent or any Selling Agent a check made payable to Cedar Rapids Bank & Trust, as Escrow Agent for Zea Capital Fund LLC and after Initial Closing, deliver to the Placement Agent or any Selling Agent a check made payable to the Fund, which the Placement Agent or Selling Agent shall deliver to the Fund not later than noon of the next business day following receipt thereof, or (B) in accordance with the Prospectus, assure that such person’s account with the Placement Agent or such person’s Selling Agent contains or will contain cash or other good funds on the specified settlement date, in each case in the amount of the purchase price for each Unit that he desires to purchase. Each person who authorizes such person’s Selling Agent to debit such person’s customer account will be notified by such person’s Selling Agent of the settlement date for the purchase of such Units. Each such person must have funds to cover such person’s subscription payment in such person’s account on the specified settlement date and such person’s account will be debited on the settlement date. Each Selling Agent shall either (i) forward each check received to the Fund by noon of the first business day after receipt or (ii) forward the full purchase price of the Units subscribed for by wire transfer payable in federal funds to the Escrow Agent (prior to the Initial Closing) or to the Fund (after the Initial Closing) by noon after the first business day after settlement for such funds and simultaneously send an electronic mail message, telegram, telecopy or other appropriate communication stating the name of each investor and the amount of such investor’s subscription funds transferred to the Placement Agent and the Escrow Agent, as the case may be. Simultaneous with the transfer of any check or funds to the Placement Agent or the Escrow Agent, each Selling Agent shall forward the corresponding subscription agreement to the Placement Agent. The Placement Agent and any Selling Agent shall forward each check received by the Placement Agent or such Selling Agent to the Escrow Agent (prior to the Initial Closing) or to the Fund (after the Initial Closing), as the case may be, by noon of the first business day following receipt of such check. The Placement Agent shall also forward each subscription agreement the Placement Agent receives (whether from a Selling Agent or otherwise) to the Fund for acceptance or rejection on the first business day after receipt. (j) The Placement Agent will, in recommending to a prospective subscriber the purchase of Units, have reasonable grounds to believe, on the basis of information obtained from the prospective subscriber concerning the prospective subscriber’s investment objectives, other investments, financial situation and needs, and any other information known by Placement Agent, that: (i) the prospective subscriber meets the suitability requirements set forth in the Prospectus; (ii) the prospective subscriber is or will be in a financial position appropriate to enable the prospective subscriber to realize to a significant extent the benefits described in the Prospectus; (iii) the prospective subscriber has a fair market net worth sufficient to sustain the risks inherent in the Fund, including loss of investment and lack of liquidity; and (iv) the Fund is otherwise suitable for the prospective subscriber. (k) The Placement Agent will maintain in the files of the Placement Agent documents disclosing the basis upon which the determination of suitability was reached as to each subscriber introduced to the Fund by the Placement Agent. (l) The Placement Agent shall not execute any purchase of Units for a subscriber in a discretionary account without prior written approval of the transaction by the subscriber.