Contract analysis

Section 1.1 — Defined Terms As used in this Security Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Security Agreement shall have the meanings ascribed to such terms in the Credit Agreement. "Accounts" means all "accounts" as defined in Article 9 of the UCC, including, without limitation, all accounts receivable of each Grantor arising

Section 1.2 — UCC Terms Terms used but not defined herein or in the Credit Agreement that are defined in the UCC (including Article 9 as revised from time to time) shall have the meanings given to such terms in the UCC. Without limiting the generality of the foregoing, the terms "authenticate," "debtor," "entitlement holder," "entitlement order," "financial asset," "proceeds," "security," "securities account," and "s

Section 1.3 — Rules of Construction The rules of interpretation and construction set forth in the Credit Agreement (including, without limitation, the provisions relating to the usage of defined terms, gender, number, inclusion, headings, references to agreements and laws, times of day, and rounding) are hereby incorporated by reference and shall apply to this Security Agreement mutatis mutandis. This Security Agreem

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.1 — Grant Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in, and lien upon, all of such Grantor's right, title, and interest in, to, and under the following property, in each case wherever located, whether now owned or existing or hereafter acquired or arising, and howsoever such Grantor's interest therein may

Section 2.2 — Excluded Assets Notwithstanding anything to the contrary in Section 2.1 above, the Collateral shall not include any of the following (collectively, "Excluded Assets"): (a) Any Excluded Account (if applicable), as such term is defined in the Credit Agreement; (b) Any lease, license, contract, or agreement of any Grantor to the extent that the grant of a security interest therein would violate or invalida

Section 2.3 — Security for Obligations The security interest granted pursuant to Section 2.1 of this Security Agreement secures the prompt and complete payment and performance in full when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations of the Grantors under the Credit Agreement and the other Loan Documents, whether now existing or hereafter arising, whether absolute or contingent,

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and each of the Secured Parties as follows, as of the date hereof and as of each date on which any Loan is made or Letter of Credit is issued under the Credit Agreement:

Section 3.1 — Organization and Authority Each Grantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, as set forth below, and has all requisite limited liability company or corporate power and authority, as applicable, to own, lease, and operate its properties and to carry on its business as currently conducted: (a) GAP is an Iowa limited liability company

Section 3.2 — Enforceability This Security Agreement has been duly executed and delivered by each Grantor and constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, conservatorship, or similar laws

Section 3.3 — Ownership of Collateral; No Other Liens Each Grantor is the sole legal and beneficial owner of its Collateral, and has good and marketable title to such Collateral, free and clear of all Liens, claims, encumbrances, security interests, and other restrictions or limitations whatsoever, except for Permitted Liens. No Grantor has previously granted, and no Person other than the Collateral Agent holds, any

Section 3.4 — Organizational Identification The exact legal name of each Grantor, as such name appears on the public organic records of its jurisdiction of organization, is as set forth on Schedule 3.4 attached hereto. The jurisdiction of organization, organizational identification number, Employer Identification Number, chief executive office address, and registered agent of each Grantor are set forth on Schedule 3.

Section 3.5 — Locations of Collateral All tangible Collateral (including, without limitation, all Inventory and Equipment) is located at the addresses set forth on Schedule 3.5 attached hereto, which includes, among other locations, the following: (a) The headquarters offices of GAP and GGS located in Des Moines, Iowa; (b) Fourteen (14) grain elevator sites located across the State of Iowa, including elevator facilit

Section 3.6 — Accounts Each Account constituting Collateral arises or will arise out of a bona fide sale of goods or rendering of services by the applicable Grantor in the ordinary course of business, and each such Account represents a genuine obligation of the applicable account debtor to pay the amount stated therein. No Grantor has knowledge of any fact or circumstance that would impair the validity, enforceabilit

Section 3.7 — Inventory All Inventory constituting Collateral is of good and merchantable quality, free from material defects, and is in compliance with all applicable laws, regulations, and standards (including, without limitation, all applicable agricultural grading standards and food safety regulations). Inventory includes, without limitation, (a) harvested grain, including corn, soybeans, and specialty grains, (b

Section 3.8 — Deposit Accounts All Deposit Accounts of each Grantor are identified on Schedule 3.8 attached hereto, which sets forth the name and address of each depository bank, the account number, the account type (operating, collection, concentration, or other), and the status of the applicable Deposit Account Control Agreement. No Grantor maintains any Deposit Account that is not listed on Schedule 3.8 (as such S

Section 3.9 — Intellectual Property All material intellectual property owned by each Grantor is identified on Schedule 3.9 attached hereto, which sets forth a description of all material trademarks, trade names, service marks, copyrights, patents, patent applications, and other intellectual property owned by such Grantor, including registration numbers and filing dates, to the extent applicable. No Grantor has receiv

Section 3.10 — Insurance All Collateral constituting tangible personal property is insured against loss, damage, and destruction in accordance with the requirements of the Credit Agreement and customary practices in the agricultural industry. Primary crop insurance (including federal crop insurance and private crop-hail insurance) is provided by Northstar Mutual Insurance Company, and all property and casualty insura

Section 3.11 — Commercial Tort Claims All Commercial Tort Claims of each Grantor with a value in excess of One Hundred Thousand Dollars ($100,000) (or such other threshold amount as may be specified in the Credit Agreement) as of the date hereof are identified and described on Schedule 1.1(a) attached hereto. As of the date hereof, no Grantor holds any Commercial Tort Claim that is not listed on Schedule 1.1(a), othe

Section 3.12 — No Financing Statements No effective financing statement or other public filing covering all or any part of the Collateral is on file in any recording office, filing office, or registry, except for (a) the UCC-1 financing statements filed on behalf of Prairie National Bank, N.A. with the Iowa Secretary of State under Filing Nos. 2018-0041729 and 2018-0041730 (each originally filed on April 2, 2018), wh

ARTICLE IV — COVENANTS Each Grantor hereby covenants and agrees with the Collateral Agent and each of the Secured Parties as follows:

Section 4.1 — Protection of Security Interest; Further Assurances Each Grantor shall take all actions reasonably necessary or desirable to establish, maintain, protect, perfect, and continue the perfection and first-priority status of the Collateral Agent's security interest in the Collateral, including, without limitation: (a) The prompt execution and delivery of, and authorization for the Collateral Agent to file,

Section 4.2 — Changes in Name, Location, or Structure No Grantor shall change its legal name, its jurisdiction of organization, its organizational identification number, its identity, or the location of its chief executive office, or otherwise reorganize, reincorporate, merge with or into another entity, or change its organizational structure in any manner, without (a) providing at least thirty (30) days' prior writt

Section 4.3 — Maintenance of Collateral Each Grantor shall maintain all tangible Collateral in good condition and repair (ordinary wear and tear excepted) and shall not commit or suffer any waste with respect to any Collateral. Each Grantor shall maintain all Equipment and Inventory in accordance with prudent agricultural industry practices and in compliance with all manufacturer's recommendations and specifications.

Section 4.4 — Insurance Each Grantor shall obtain and maintain, at its sole cost and expense, insurance on all insurable Collateral in such amounts, with such deductibles, and against such risks as are required by the Credit Agreement and as are customary in the agricultural industry for businesses of similar size and nature, including, without limitation: (a) Crop Insurance. All applicable crop insurance coverage (i

Section 4.5 — Accounts — Collection and Reporting Each Grantor shall diligently collect and enforce all of its Accounts in the ordinary course of business, consistent with past practices and prudent business judgment, subject to the Collateral Agent's right to direct collection of Accounts and to notify account debtors to make payment directly to the Collateral Agent upon the occurrence and during the continuance of

Section 4.6 — Inventory — Reporting and Access Each Grantor shall maintain complete and accurate records of all Inventory, including, without limitation, records reflecting the quantities, types, grades, qualities, locations, and values of all Inventory at each location. Such records shall be updated on a current basis and shall be made available to the Collateral Agent and its agents upon request. Inventory appraisa

Section 4.7 — Deposit Account Control Agreements Within the time periods specified in the Credit Agreement, each Grantor shall execute and deliver, and shall cause each applicable depository bank to execute and deliver, Deposit Account Control Agreements with respect to each of its Deposit Accounts (other than any Excluded Account), in the form agreed among the applicable Grantor, the depository bank (including Prair

Section 4.8 — Commodity Contracts and Hedging Consistent with the anti-hedging negative covenant set forth in the Credit Agreement, no Grantor shall enter into any commodity hedging transaction, futures contract, options contract, swap, or similar derivative instrument with respect to agricultural commodities in excess of eighty percent (80%) of such Grantor's anticipated production for the applicable crop year, with

Section 4.9 — Restrictions on Disposition No Grantor shall sell, transfer, assign, pledge, hypothecate, or otherwise dispose of any Collateral, or grant or permit to exist any Lien upon or with respect to any Collateral (other than Permitted Liens), except for: (a) Sales of Inventory in the ordinary course of business; (b) Collections of Accounts in the ordinary course of business; (c) Use or consumption of Inventory

Section 4.10 — Books and Records Each Grantor shall maintain complete and accurate books and records with respect to the Collateral, including, without limitation, records reflecting the nature, quality, quantity, value, and location of all Collateral. All such books and records shall be maintained in accordance with generally accepted accounting principles consistently applied and in accordance with applicable legal

Section 4.11 — Notices Each Grantor shall promptly (and in any event within five (5) Business Days (as defined in the Credit Agreement)) notify the Collateral Agent in writing of: (a) Any material loss, damage, or destruction of any Collateral (individually or in the aggregate), including any loss of or damage to harvested grain or crop-input inventory at any storage facility; (b) Any claim, action, suit, litigation,

Section 4.12 — Compliance with Laws Each Grantor shall comply in all material respects with all applicable laws, rules, regulations, orders, judgments, decrees, permits, licenses, and governmental authorizations relating to the Collateral, the use, operation, storage, and disposition thereof, and the conduct of such Grantor's business, including, without limitation, all applicable agricultural laws and regulations, e

Section 5.1 — Filing of Financing Statements Each Grantor hereby irrevocably authorizes the Collateral Agent to prepare, execute (to the extent the Collateral Agent's signature is required), and file UCC-1 financing statements (and UCC-3 amendments, continuations, assignments, and terminations) in the appropriate filing offices to perfect the security interest granted herein, including, without limitation, the follow

Section 5.2 — Existing Financing Statements — Termination Upon the closing of the transactions contemplated by the Credit Agreement and the payoff in full of all obligations of the Grantors under the existing Fifty-Five Million Dollar ($55,000,000) revolving credit facility with Prairie National Bank, N.A., each Grantor shall cause PNB to promptly file UCC-3 termination statements with the Iowa Secretary of State wit

Section 5.3 — Control Agreements Perfection of the security interest in Deposit Accounts shall be accomplished through the execution and delivery of Deposit Account Control Agreements in favor of the Collateral Agent, as more fully described in Section 4.7 hereof. Perfection of the security interest in electronic chattel paper shall be accomplished through the Collateral Agent's obtaining "control" (as defined in Sec

Section 5.4 — Delivery of Possessory Collateral Each Grantor shall promptly deliver to the Collateral Agent (or its designee) all certificated securities, negotiable instruments (accompanied by duly executed endorsements in blank or to the order of the Collateral Agent), and negotiable documents of title (including, without limitation, all negotiable Grain Warehouse Receipts, accompanied by duly executed endorsements

Section 5.5 — Intellectual Property Filings To the extent that any Grantor owns intellectual property that is registerable with the United States Patent and Trademark Office (the "USPTO") or the United States Copyright Office (the "USCO"), such Grantor shall, upon the request of the Collateral Agent, execute and deliver to the Collateral Agent supplemental security agreements, short-form security interest assignments

ARTICLE VI — RIGHTS AND REMEDIES UPON DEFAULT

Section 6.1 — Events of Default The term "Event of Default" as used herein shall have the meaning assigned to such term in the Credit Agreement. The occurrence of an Event of Default under the Credit Agreement shall constitute an Event of Default under this Security Agreement.

Section 6.2 — Remedies Generally Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have, in addition to all other rights and remedies available to it under this Security Agreement, the Credit Agreement, the other Loan Documents, applicable law, or in equity, the following rights and remedies, in each case exercisable at the Collateral Agent's sole discretion and without