ACCOUNT COLLATERAL, EXCEPT FOR (I)
THE FILINGS OR REGISTRATIONS MADE IN RESPECT OF THE FINANCING DOCUMENTS AND
(II) THE FILINGS OR REGISTRATIONS MADE OR TO BE MADE, SUBSEQUENT TO SUCH
FILINGS, IN RESPECT OF THE BOND LIENS.
(D)
EXCEPT FOR THE FILINGS, REGISTRATIONS, NOTIFICATIONS AND RECORDINGS
REFERRED TO IN SECTION 19.01(B), NO AUTHORIZATION, APPROVAL OR OTHER ACTION BY,
AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER THIRD
PARTY IS REQUIRED FOR (I) THE GRANT BY THE BORROWER OF THE PLEDGES AND SECURITY
INTERESTS GRANTED HEREUNDER OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF
THIS ACCOUNTS AGREEMENT BY THE BORROWER, (II) THE PERFECTION OR MAINTENANCE OF
THE PLEDGES AND SECURITY INTERESTS CREATED HEREUNDER (INCLUDING THE
FIRST-PRIORITY NATURE OF THE PLEDGE AND SECURITY INTEREST IN FAVOR OF THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SENIOR SECURED PARTIES), OR (III) THE
EXERCISE BY THE COLLATERAL AGENT, ON BEHALF OF THE SENIOR SECURED PARTIES, AND
THE ACCOUNTS BANK OF THEIR RESPECTIVE RIGHTS PROVIDED FOR IN THIS ACCOUNTS
AGREEMENT OR THE REMEDIES IN RESPECT OF THE ACCOUNT COLLATERAL PURSUANT TO THIS
ACCOUNTS AGREEMENT;
(E)
EXCEPT FOR THE RIGHTS OF THE COLLATERAL AGENT, FOR THE BENEFIT OF
THE SENIOR SECURED PARTIES, GRANTED HEREUNDER OR PURSUANT HERETO, AND THE
SECOND-PRIORITY RIGHTS OF THE SECOND LIEN AGENT, FOR THE BENEFIT OF THE SECOND
LIEN CLAIMHOLDERS, PURSUANT TO THE SUBORDINATED BOND DOCUMENTS AND SUBJECT TO
SECTION 7.02 (NEGATIVE COVENANTS) OF THE CREDIT AGREEMENT AND TO THE
INTERCREDITOR AGREEMENT, IT DOES NOT KNOW OF AND HAS NOT RECEIVED WRITTEN NOTICE
OF ANY RIGHT OR CLAIM TO OR INTEREST IN (INCLUDING ANY ADVERSE CLAIM) ANY
ACCOUNT COLLATERAL BY ANY PERSON OTHER THAN THE BORROWER; AND
(F)
ITS EXACT LEGAL NAME IS HEARTLAND GRAIN FUELS, L.P., IT IS DULY
ORGANIZED AND VALIDLY EXISTING AS A LIMITED PARTNERSHIP UNDER THE LAWS OF THE
STATE OF
73
DELAWARE, AND ITS CHIEF EXECUTIVE OFFICE IS LOCATED AT THE ADDRESS PROVIDED FOR
THE BORROWER IN SECTION 20.10 (NOTICES AND OTHER COMMUNICATIONS).
ARTICLE XX
MISCELLANEOUS
SECTION 20.01
RIGHTS OF SECOND LIEN AGENT AND SECOND LIEN CLAIMHOLDERS.
(A) UPON THE DELIVERY BY THE ADMINISTRATIVE AGENT TO THE ACCOUNTS BANK OF
WRITTEN NOTICE THAT THE SECURITY DISCHARGE DATE HAS OCCURRED (THE "NOTICE OF
SECURITY DISCHARGE DATE"):
(I)
ALL REFERENCES TO WITHDRAWALS FROM THE PROJECT ACCOUNTS RELATING
TO PAYMENTS TO THE SENIOR SECURED PARTIES SHALL HAVE NO FORCE AND EFFECT;
(II)
THE COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT SHALL CEASE TO
HAVE ANY RIGHTS HEREUNDER, EXCEPT FOR THEIR RESPECTIVE RIGHTS UNDER ARTICLE
XVIII (THE ACCOUNTS BANK) AND THIS ARTICLE XX (MISCELLANEOUS), AND SHALL CEASE
TO HAVE ANY OBLIGATIONS HEREUNDER;
(III)
EACH REFERENCE IN SECTION 2.04(B) (PROJECT ACCOUNTS), SECTION
2.05 (REPRESENTATIONS, WARRANTIES AND COVENANTS OF ACCOUNTS BANK), SECTION
2.06(B) (PROJECT ACCOUNTS AS DEPOSIT ACCOUNT), SECTION 2.09 (CONTROL AND
PERFECTION OF ACCOUNT COLLATERAL), SECTION 2.11 (AGREEMENT TO HOLD IN TRUST),
SECTION 3.02(D), (G), (H), (I), (J) AND (K) (DEPOSITS INTO AND WITHDRAWALS FROM
PROJECT ACCOUNTS), SECTION 15.01 (NO SECURITY INTERESTS), SECTION 15.03 (FURTHER
ASSURANCES), SECTION