Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — 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 herein shall have the meanings ascribed to such terms in the DIP Credit Agreement, unless the context otherwise requires: "Account" means an "account" as defined in Section 9-102(a)(2) of the UCC, and includes, without limitation, all accounts r

Section 1.02 — UCC Terms Terms used but not otherwise defined in this Security Agreement that are defined in Articles 8 or 9 of the UCC shall have the respective meanings ascribed to such terms therein. The term "all assets" or "all personal property" shall, when used herein or in any UCC financing statement filed in connection herewith, have the broadest meaning permitted under Article 9 of the UCC.

Section 1.03 — Rules of Interpretation The rules of interpretation set forth in the DIP Credit Agreement are hereby incorporated by reference and shall apply to this Security Agreement, mutatis mutandis. Without limiting the generality of the foregoing: (a) references to "including" (and correlative terms such as "include," "includes," and "included") shall mean "including, without limitation"; (b) section and articl

Section 1.04 — DIP Credit Agreement Controls In the event of any conflict or inconsistency between the terms and provisions of this Security Agreement and the terms and provisions of the DIP Credit Agreement, the terms and provisions of the DIP Credit Agreement shall govern and control; provided, however, that the foregoing shall not limit or diminish the scope of the description of the Collateral or the creation, at

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest in, and lien upon, all of the Grantor's right, title, and interest in, to, and under all of the following

Section 2.02 — Excluded Property Notwithstanding anything to the contrary set forth in Section 2.01, the Collateral shall not include the following property (collectively, "Excluded Property"): (a) Any lease, license, contract, property right, or agreement to the extent that the grant of a security interest therein would violate or invalidate such lease, license, contract, property right, or agreement, or would creat

Section 2.03 — Priority of Security Interest; Priming Lien (a) The security interest and lien granted pursuant to Section 2.01 hereof constitutes, pursuant to and as authorized by the DIP Orders and Section 364(d) of the Bankruptcy Code, a first-priority priming lien on all Collateral that was, as of the Petition Date, subject to the Pre-Petition Liens held by Prairie State Bank, National Association, as administrati

Section 2.04 — Security for Obligations The Collateral secures the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, including, without limitation, all obligations arising under or in connection with the DIP Credit Agreement with respect to the One Hundred Seventy-Five Million Dollar ($175,000,000) revolving credit facility, all accrue

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GRANTOR The Grantor hereby represents and warrants to the Collateral Agent and the other Secured Parties, as of the date hereof (and as of any date on which any representation and warranty is required to be repeated pursuant to the DIP Credit Agreement), as follows:

Section 3.01 — Organization and Existence The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Grantor's organizational identification number as assigned by the Iowa Secretary of State is 482693. The Grantor's federal Employer Identification Number is 42-8837291. The Grantor's principal place of business and chief executive office i

Section 3.02 — Authorization; No Conflicts The execution, delivery, and performance by the Grantor of this Security Agreement have been duly authorized by all necessary action on the part of the Grantor, including all requisite consents and approvals of its managers and members. Subject to and as authorized by the DIP Orders, the execution, delivery, and performance of this Security Agreement by the Grantor do not an

Section 3.03 — Enforceability This Security Agreement constitutes the legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally, (ii) general principles of equity (whether enforcement is sought in a proceeding i

Section 3.04 — Ownership of Collateral; No Other Liens The Grantor is the sole legal and beneficial owner of the Collateral (or, with respect to after-acquired Collateral, will be the sole legal and beneficial owner thereof at the time of acquisition), free and clear of all Liens, claims, and encumbrances, except for (i) the Pre-Petition Liens held by Prairie State Bank, National Association, as administrative agent

Section 3.05 — Perfection Certificate Accuracy The information set forth in the Perfection Certificate delivered by the Grantor to the Collateral Agent concurrently with the execution and delivery of this Security Agreement is true, correct, and complete in all material respects as of the date hereof. The Perfection Certificate accurately sets forth, among other things, all locations of Collateral, all deposit accoun

Section 3.06 — Locations of Collateral All tangible Collateral is located at the following locations (or, with respect to Inventory in transit, between such locations), as more particularly described on Schedule 3.06 attached hereto: (a) 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (corporate headquarters and principal manufacturing plant); (b) 2200 Industrial Boulevard, Decatur, Illinois 62521 (manufacturing pl

Section 3.07 — Accounts and Inventory (a) All Accounts of the Grantor represent bona fide obligations arising in the ordinary course of the Grantor's business from the sale of agricultural chemical products or the provision of related services to creditworthy customers. No Account is subject to any prior assignment, claim, lien, or encumbrance (other than the Pre-Petition Liens, which are primed, and Permitted Liens)

Section 3.08 — Equipment All material items of Equipment owned by the Grantor are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for their intended uses in the Grantor's business operations. The Grantor has good and marketable title to all such Equipment, free and clear of all Liens except the Pre-Petition Liens (as primed), adequate protection replacement liens

Section 3.09 — Intellectual Property (a) The Grantor owns or has valid licenses to all intellectual Property necessary for the conduct of its business as presently conducted and as contemplated to be conducted. The Grantor's material intellectual Property includes, without limitation, the ClearGuard XR trademark, which is registered with the United States Patent and Trademark Office, and related product formulations,

Section 3.10 — Deposit Accounts All deposit accounts maintained by the Grantor at any bank or financial institution are listed on Schedule 3.10 attached hereto (which information is consistent with the Perfection Certificate). Such accounts include the Grantor's operating accounts, payroll accounts, concentration accounts, and any other deposit accounts, together with the name and address of each depository instituti

Section 3.11 — No Financing Statements No effective UCC financing statement or other public filing or recording covering all or any part of the Collateral is on file in any filing or recording office, except for (i) financing statements in favor of Prairie State Bank, National Association, relating to the Pre-Petition Liens, (ii) financing statements relating to Permitted Liens, and (iii) financing statements to be f

Section 3.12 — Name; Prior Names The exact legal name of the Grantor, as set forth in its certificate of organization filed with the Iowa Secretary of State, is "Greenfield Agricultural Partners LLC." The Grantor has not, within the five (5) years immediately preceding the date hereof, been known by any other legal name, operated under any trade name or fictitious business name (other than trade names disclosed on th

ARTICLE IV — COVENANTS OF THE GRANTOR The Grantor hereby covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date hereof and until the Obligations have been paid in full and all commitments under the DIP Credit Agreement have been terminated:

Section 4.01 — Maintenance of Collateral The Grantor shall maintain all Collateral in good condition and repair, ordinary wear and tear excepted, and shall not commit or permit any waste, destruction, or material impairment of the value of the Collateral. The Grantor shall use, operate, and maintain the Collateral in compliance with all applicable laws, regulations, and ordinances, including all environmental, health

Section 4.02 — Insurance (a) The Grantor shall obtain and maintain insurance on the Collateral as required under the DIP Credit Agreement, in amounts, with coverages, and with insurers reasonably satisfactory to the Administrative Agent and the Collateral Agent. Such insurance shall include, at a minimum, (i) all-risk property and casualty insurance covering the Collateral against loss or damage by fire, theft, explo

Section 4.03 — Payment of Taxes and Claims The Grantor shall pay and discharge when due all taxes, assessments, and governmental charges lawfully imposed upon the Collateral or upon the income, receipts, or profits therefrom, before the same shall become delinquent, except to the extent that (i) such taxes, assessments, or charges are stayed by the automatic stay under Section 362 of the Bankruptcy Code, (ii) such ta

Section 4.04 — No Disposition of Collateral The Grantor shall not sell, lease, transfer, assign, exchange, or otherwise dispose of any of the Collateral or any interest therein, except for (i) sales of Inventory in the ordinary course of business, (ii) collection of Accounts in the ordinary course of business, (iii) dispositions of worn-out, obsolete, or surplus Equipment in the ordinary course of business to the ext

Section 4.05 — No Liens The Grantor shall not create, incur, assume, or permit to exist any Lien on any of the Collateral, except for (i) the security interests and liens granted to the Collateral Agent under this Security Agreement and the other DIP Loan Documents, (ii) the Pre-Petition Liens (as primed by the DIP liens), (iii) adequate protection replacement liens granted to Prairie State Bank, National Association

Section 4.06 — Change of Name, Location, or Structure The Grantor shall not (a) change its legal name, (b) change its organizational form or jurisdiction of organization, (c) change the location of its chief executive office or principal place of business, or (d) merge, consolidate, or otherwise change its organizational structure, in each case without providing at least thirty (30) days' prior written notice to the

Section 4.07 — Deposit Accounts; Control (a) The Grantor shall deliver deposit account control agreements in favor of the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent and the Administrative Agent, with respect to each deposit account maintained by the Grantor, within fifteen (15) days after the date hereof (or such longer period as may be agreed to by the Administrative Agen

Section 4.08 — Instruments and Chattel Paper The Grantor shall deliver to the Collateral Agent, promptly upon receipt or acquisition, all Instruments and tangible Chattel Paper constituting Collateral having an individual or aggregate value in excess of Two Hundred Fifty Thousand Dollars ($250,000), in each case duly endorsed in blank or accompanied by duly executed undated instruments of transfer or assignment, in f

Section 4.09 — Intellectual Property (a) The Grantor shall maintain all of its material intellectual Property in full force and effect throughout the term of this Security Agreement, and shall not permit any material intellectual Property to lapse, expire, be abandoned, or become unenforceable through any act or omission of the Grantor, except where such lapse, expiration, abandonment, or unenforceability could not r

Section 4.10 — Books and Records; Inspection (a) The Grantor shall maintain complete and accurate books and records regarding the Collateral, including records of all Accounts, Inventory, Equipment, intellectual Property, and other Collateral, in form and detail reasonably satisfactory to the Collateral Agent and the Administrative Agent. (b) The Collateral Agent and the Administrative Agent (and their respective age

Section 4.11 — Further Assurances The Grantor shall, at its own expense, execute and deliver to the Collateral Agent such additional documents, instruments, and agreements, and shall take such further actions, as the Collateral Agent may from time to time reasonably request to carry out the purposes of this Security Agreement and to protect, perfect, and maintain the perfection and priority of the security interests

Section 4.12 — Notices of Events The Grantor shall promptly (and in any event within five (5) business days) notify the Collateral Agent and the Administrative Agent in writing of (i) any event, circumstance, or condition that has resulted in, or could reasonably be expected to result in, a material adverse change in the value, condition, or collectibility of the Collateral, (ii) any claim, action, suit, or proceedin