Common use of Representations, Warranties, Covenants and Agreements Clause in Contracts

Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows: (a) As of the date hereof (i) the legal name of the Debtor is as set forth in the preamble of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name. (b) The Debtor is a limited liability company whose state of organization is Delaware. The Debtor shall not change its state of organization without the prior written consent of the Secured Party. (c) The address of the Debtor’s chief executive office as of the date hereof is set forth beneath the Debtor’s signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement. (d) The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine. (e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach thereto, free of all Liens other than Permitted Liens, the Security Interest and any other security of the Secured Party. The Debtor shall not permit any Lien, other than liens permitted by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit Agreement. To the knowledge of the Debtor, no financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related to Liens is on file in any public office on the date hereof. (f) Except to the extent permitted under the Credit Agreement, the Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of business. (g) For each Deposit Account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefrom. The provisions of this paragraph shall not apply to (i) any Deposit Account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account for which the Secured Party is the depositary bank and is in automatic Control, (iii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted Lien. (h) The Debtor shall execute and deliver to the Secured Party all documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of the Secured Party to receive payment of amounts owed under federal and state government program payments if an Event of Default has occurred and is continuing. (i) All tangible Collateral shall be located at the Debtor’s address set forth beneath the Debtor’s signature line at the end of this Security Agreement, or at such other locations contemplated or permitted under the Credit Agreement. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Products, machinery and Equipment on a quarterly basis so long as the Obligations remained unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s location for shipping purposes in the ordinary course of business. (j) The Debtor shall: (i) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s operations; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv) keep all tangible Collateral insured in such amounts, against such risks and with such companies as provided in the Credit Agreement, with loss payable clauses in favor of the Secured Party to the extent of its interest in form reasonably acceptable to the Secured Party (including a provision, reasonably satisfactory to the Secured Party for prior written notice to the Secured Party of any cancellation of such insurance), and, at the request of Secured Party, deliver polices or certificates of such insurance to the Secured Party; (v) at the Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and, the Debtor’s financial condition, business and property, and allow the Secured Party to examine and copy the same. (k) The Debtor shall use commercially reasonable efforts to cooperate with the Secured Party in obtaining Control with respect to Collateral consisting of Investment Property with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate, Letter-Of-Credit Rights in any case with a face amount in excess of $100,000.00, and Electronic Chattel Paper with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate. (l) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably acceptable to Secured Party, a commodity account control agreement or securities account control agreement, respectively, for each commodity account and each securities account in which Secured Party has a security interest, provided, that Debtor shall not be required to execute or deliver any such control agreements with respect to commodities accounts or security accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien in such accounts of the Debtor. (m) If Debtor, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor of the brief details thereof and shall, upon the request of the Secured Party, execute such documents as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) In the Secured Party’s discretion, to the extent the Debtor fails to do what is required of it in the Credit Agreement with respect thereto, the Secured Party may, as permitted by the Loan Documents, discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default or Event of Default. (o) Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (p) The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party nor the Banks nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the gross negligence or willful misconduct of the Secured Party, the Bank’s or any of their respective officers, directors, employees or agents.

Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows: (a) As of the date hereof (i) the legal name of the Debtor is as set forth in the preamble of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name. (b) The Debtor is a limited liability company whose state of organization is Delaware. The Debtor shall not change its state of organization without the prior written consent of the Secured Party. (c) The address of the Debtor’s chief executive office as of the date hereof is set forth beneath the Debtor’s signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement. (d) The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine. (e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach thereto, free of all Liens liens other than Permitted Liens, the Security Interest granted hereby and any other security of Security Interest granted to the Secured Party. The Debtor shall not permit any Lien, other than liens permitted by the Credit Agreement, lien to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit AgreementInterest. To the knowledge of the Debtor, no financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related to Liens the aforementioned permitted liens is on file in any public office on the date hereof. (f) Except as otherwise agreed to in writing between the extent permitted under Secured Party and the Credit AgreementDebtor, the Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of business. (g) For each Deposit Account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefrom. The provisions of this paragraph shall not apply to (i) any Deposit Account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account for which the Secured Party is the depositary bank and is in automatic Control, (iii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted LienAccounts. (h) The Debtor shall execute and deliver to the Secured Party all documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of the Secured Party to receive payment of amounts owed under federal and state government program payments if an Event of Default has occurred and is continuing. (i) All tangible Collateral shall be located at the Debtor’s address set forth beneath the Debtor’s signature line at the end of this Security Agreement, or at such other locations contemplated or permitted under the Credit Agreement. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Products, machinery and Equipment on a quarterly basis so long as the Obligations remained unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s location for shipping purposes in the ordinary course of business. (j) The Debtor shall: (i) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s operations; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv) keep all tangible Collateral insured in such amounts, against such risks and with such companies as provided in the Credit Agreementrequired by Secured Party, with loss payable clauses in favor of the Secured Party to the extent of its interest in form reasonably acceptable to the Secured Party (including a provision, reasonably satisfactory to the Secured Party for prior written notice to the Secured Party of any cancellation of such insurance), and, at the request of Secured Party, deliver polices or certificates of such insurance to the Secured Party; (v) at the Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and, the Debtor’s financial condition, business and property, and allow the Secured Party to examine and copy the same. (k) The Debtor shall use commercially reasonable efforts to cooperate with the Secured Party in obtaining Control with respect to Collateral consisting of Investment Property with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate, Letter-Of-Credit Rights in any case with a face amount in excess of $100,000.00, and Electronic Chattel Paper with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate. (l) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably acceptable to Secured Party, a commodity account control agreement or securities account control agreement, respectively, for each commodity account and each securities account in which Secured Party has a security interest, provided, that Debtor shall not be required to execute or deliver any such control agreements with respect to commodities accounts or security accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien in such accounts of the Debtor. (m) If Debtor, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor of the brief details thereof and shall, upon the request of the Secured Party, execute such documents as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) In the Secured Party’s discretion, to the extent the Debtor fails to do what is required of it in the Credit Agreement with respect thereto, the Secured Party may, as permitted by the Loan Documents, may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default or Event of Default. (o) Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (p) The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party nor the Banks nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the gross negligence or willful misconduct of the Secured Party, the Bank’s or any of their respective officers, directors, employees or agents.

Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows: (a) As of the date hereof (i) the a. The legal name of the Debtor is as set forth in at the preamble top of the first page of this Security Agreement, and (ii) the . The Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated aboveabove or otherwise set forth in the Credit Agreement. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name. (b) b. The Debtor is a limited liability company whose state of organization is DelawareIowa. The Debtor shall not change its state of organization without the prior written consent of the Secured Party. (c) c. The address of the Debtor’s chief executive office as is shown at the beginning of this Agreement. The chief executive office of the date hereof is set forth beneath Debtor will change to the site of the Debtor’s signature line at the end ethanol plant upon completion of this Security Agreementconstruction. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement. (d) d. The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine. (e) e. The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach theretotransfer an interest, free of all Liens security interests, liens and encumbrances other than Permitted Liens, the Security Interest and any other security of the Secured Party, and other than Permitted Liens. The Debtor shall not permit any Liensecurity interest, lien or encumbrance, other than liens permitted by the Credit Master Loan Agreement, the Security Interest, and any other security interests of the Secured Party, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit AgreementInterest. To the knowledge of the Debtor, no No financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related liens subordinated to Liens the Secured Party is on file in any public office on other than Permitted Liens. If any Collateral is or will become a fixture, the date hereofDebtor, at the request of the Secured Party, shall furnish the Secured Party with a statement or statements executed by all persons who have or claim an interest in the real estate, in form acceptable to the Secured Party, which statement or statements shall provide that such persons consent to the Security Interest. (f) Except to the extent permitted under the Credit Agreement, the f. The Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party, except that, until the occurrence of any Event of Default and subject to the provisions of this Agreement, the Debtor may sell or lease any Collateral constituting Inventory or Farm Products in the ordinary course of business at prices constituting the fair market value thereof and to replace equipment as warranted. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of business. (g) g. For each Deposit Account deposit account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Accountdeposit account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Accountdeposit account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Accountdeposit account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefromoccur, if effect were given to any withdrawal not otherwise permitted by the Loan Documents. The provisions of this paragraph shall not apply to (i) any Deposit Account deposit account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account deposit account for which the Secured Party is the depositary bank and is in automatic Controlcontrol, and (iii) Deposit Accounts deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted Liendeposit accounts. (h) h. The Debtor shall execute and deliver to the Secured Party all assignments, transfers and other documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of transfer, convey and assign to the Secured Party to receive payment of amounts owed under all federal and state government program payments if an Event of Default has occurred payments, rights to payment whether or not earned by performance, accounts, general intangibles and is continuingbenefits. (i) i. Each account, instrument, chattel paper, other right to payment and general intangible constituting Collateral is, or will be when acquired, the valid, genuine and legally enforceable obligation of the account debtor or other obligor named therein or in the Debtor’s records pertaining thereto as being obligated to pay such obligation, subject to no defense, setoff or counterclaim. The Debtor shall not, without the prior written consent of the Secured Party, agree to any material modification or amendment of any such obligation or agree to any subordination or cancellation of any such obligation. j. All tangible Collateral shall be located at the Debtor’s address address(es) set forth beneath at the beginning of this Agreement, at the Debtor’s signature line at the end of this Security Agreementethanol plant site, or at such other locations contemplated or permitted under as disclosed in writing to the Credit AgreementSecured Party. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Productsfarm products, machinery and Equipment equipment on a quarterly basis so long as the Obligations remained obligations remain unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s location for shipping purposes in the ordinary course of business. (j) k. The Debtor shall: (i1) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii2) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s operations; (iii3) promptly notify the Secured Party of any material loss of or material damage to any Collateral or of any adverse change in the prospect of payment of any account, instrument, chattel paper, other right to payment or general intangible constituting Collateral; (4) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv5) keep all tangible Collateral insured in such amounts, against such risks and with in such companies as provided in shall be reasonably acceptable to the Credit AgreementSecured Party, with loss payable clauses in favor of the Secured Party to the extent of its interest in form reasonably acceptable to the Secured Party (including without limitation a provision, reasonably satisfactory to the Secured Party provision for at least ten (10) days’ prior written notice to the Secured Party of any cancellation or modification of such insurance), and, at the request of Secured Party, and deliver polices or certificates of such insurance to the Secured Party; (v6) at the Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and, and the Debtor’s financial condition, business and property, and allow submit to the Secured Party to examine such periodic reports concerning the Collateral and copy the same. (k) The Debtor shall use commercially reasonable efforts to cooperate with the Secured Party in obtaining Control with respect to Collateral consisting of Investment Property with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate, Letter-Of-Credit Rights in any case with a face amount in excess of $100,000.00, and Electronic Chattel Paper with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate. (l) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably acceptable to Secured Party, a commodity account control agreement or securities account control agreement, respectively, for each commodity account and each securities account in which Secured Party has a security interest, provided, that Debtor shall not be required to execute or deliver any such control agreements with respect to commodities accounts or security accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien in such accounts of the Debtor. (m) If Debtor’s financial condition, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor of the brief details thereof business and shall, upon the request of the Secured Party, execute such documents property as the Secured Party may reasonably require from time to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) In the Secured Party’s discretion, to the extent the Debtor fails to do what is required of it in the Credit Agreement with respect thereto, the Secured Party may, as permitted by the Loan Documents, discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default or Event of Default. (o) Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (p) The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party nor the Banks nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the gross negligence or willful misconduct of the Secured Party, the Bank’s or any of their respective officers, directors, employees or agents.request;

Representations, Warranties, Covenants and Agreements. of the Chargor. The Debtor representsChargor represents and warrants to, warrants, and covenants and -------------- agrees with, each of the Secured Parties as follows: (a) As The Chargor has the requisite corporate power and authority to enter into this Agreement and to otherwise carry out its obligations thereunder. The execution, delivery and performance by the Chargor of this Agreement and the registration of the date hereof (i) Security Interests in the legal name Charge Register in accordance with this Agreement have been duly authorized by all necessary action on the part of the Debtor Chargor and no further action is as set forth in required by the preamble of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other nameChargor. (b) The Debtor Chargor is the sole (and if required by law) registered owner of the Collateral, free and clear of all Liens (other than Permitted Liens), and is fully authorized to grant the Security Interests in and to pledge the Collateral. So long as this Agreement shall be in effect, the Chargor shall not enter into any charge agreement covering any portion of the Collateral (except for agreements constituting Permitted Liens or charge in favor of the Secured Parties) without the prior consent of the Administrative Agent. (c) The Chargor has no place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule D attached hereto as ---------- inseparable part of this Agreement (the "CARBON FIBER SITES"). (d) The Chargor has no knowledge of any claim that any Security Interest or the Chargor's ownership of any Collateral or any interest therein violates the rights of any third party. There has been no adverse decision of which the Chargor is aware as to the Chargor's exclusive (or nonexclusive, as the case may be) rights to use the Collateral in any jurisdiction, and, to the knowledge of the Chargor there is no proceeding involving said rights pending or threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority. (e) The Chargor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the Carbon Fiber Sites and may not relocate such books of account and records and the Collateral unless it delivers to the Administrative Agent at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States or the Republic of Hungary) and (ii) evidence that appropriate steps have been taken to maintain in favor of each Secured Party a valid, perfected and continuing first priority lien in the Collateral, securing the Obligations owing to such Secured Party. (f) Upon registration of the Security Interests in the Charge Register, this Agreement creates in favor of each Secured Party a valid and perfected first priority security interest in the Collateral. Except for the registration of the Security Interests in the Charge Register, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either: (i) for the grant by the Chargor of, or the effectiveness of, the Security Interests granted hereby or for the execution, delivery and performance of this Agreement by the Chargor or (ii) for the perfection of or exercise by such Secured Party of its rights and remedies hereunder. (g) The execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default, under any agreement to which the Chargor is a limited liability company whose state party or by which the Chargor is bound. No consent (including, without limitation, from stock holders or creditors of organization the Chargor) is Delawarerequired for the Chargor to enter into and perform its obligations hereunder, other than consents already obtained by the Chargor. (h) The Chargor shall at all times maintain the Security Interests provided for hereunder as valid and perfected first priority security interests in the Collateral in favor of each Secured Party and insure that such Security Interests remain senior to all existing and hereafter created security interests and Liens. The Debtor Chargor hereby agrees to defend the same against any and all persons. (i) The Chargor shall promptly notify the Administrative Agent of the acquisition of any specific Collateral which may be charged by registration into specific registries other than the Charge Register, and execute and deliver all documents and generally perform any other action reasonably requested by the Administrative Agent which are necessary to create and register such specific non-possessory charge. (j) Unless by operation of mandatory provisions of laws, the Chargor shall protect the Collateral and will not change its state of organization allow any material Collateral to be abandoned, forfeited or dedicated to the public without the prior written consent of the Secured Party. (c) The address of the Debtor’s chief executive office as of the date Administrative Agent. Except pursuant to Section 15 hereof is set forth beneath the Debtor’s signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement. (d) The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine. (e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach thereto, free of all Liens other than Permitted LiensLiens and Permitted Transfers, the Security Interest and Chargor will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any other security of the Secured Party. The Debtor shall not permit any Lien, other than liens permitted by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. Administrative Agent. (k) The Debtor Chargor shall defend keep the Collateral against adequately insured in favor of the claims and demands Administrative Agent (for the benefit of all persons other than the Secured PartyParties), as its and/or their interest may appear, against all risks which are customary for Hungarian companies carrying out similar activities to insure. (l) The Chargor shall maintain the Collateral in accordance with their intended purpose and Good Industry Practice so as to protect it from any material reduction in value and any and all material damages.. (m) The Chargor shall, within ten (10) days of obtaining knowledge thereof, advise the Administrative Agent, in sufficient detail, of any claim, event, physical or legal fact that may adversely impact any material portion of the Collateral, and shall take all action necessary to protect the Collateral. (n) The Chargor shall promptly pay execute and deliver to the Secured Parties such further deeds, mortgages, assignments, security agreements or other instruments, documents, certificates and assurances and take such further action as necessary to perfect, protect or enforce any Security Interest. (o) The Chargor shall permit the Administrative Agent and its representatives and agents, upon prior written notice by the Administrative Agent (acting upon instruction of any Secured Party), to monitor whether the Chargor operates its carbon fiber business in accordance with Good Industry Practice, including the right to enter the Chargor's premises to inspect the Collateral at any time during normal business hours, and to make copies of records pertaining to any material item of Collateral as may be reasonably requested by the Administrative Agent (acting upon instruction of any Secured Party) from time to time, all taxesof which shall be at the sole cost and expense of (i) if an Event of Default shall have occurred and be continuing at the inception of such inspection, assessments and the Chargor, or (ii) in all other government charges events, the Secured Party initiating such inspection. (p) The Chargor shall promptly notify the Administrative Agent in reasonable detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against the Debtor, any Collateral and of any other information received by the Chargor that reasonably would be expected to have an adverse impact on the Collateral as a whole, any Security Interest to or the extent required under the Credit Agreement. To the knowledge rights and remedies of the DebtorSecured Parties hereunder. (q) The Chargor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement or any applicable statute, no financing statement regulation or ordinance or any policy of insurance covering the Collateral where violation is reasonably likely to have a material adverse effect on the Secured Parties' rights in the Collateral or Secured Parties' ability to foreclose on the Collateral. (r) The Chargor shall not cause or suffer to exist any Lien on the Collateral other than related to Permitted Liens and precautionary filings not related to Liens is on file in any public office on the date hereof. (f) Except to the extent permitted under the Credit Agreement, the Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of businessAdministrative Agent. (gs) For each Deposit Account that The Chargor shall notify the Debtor at Administrative Agent of any time opens or maintains, the Debtor shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefrom. The provisions of this paragraph shall not apply to (i) any Deposit Account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account for which the Secured Party is the depositary bank and is in automatic Control, (iii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance change in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interestChargor's name, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interestidentity, lien or encumbrance is a Permitted Lien. (h) The Debtor shall execute and deliver to the Secured Party all documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of the Secured Party to receive payment of amounts owed under federal and state government program payments if an Event of Default has occurred and is continuing. (i) All tangible Collateral shall be located at the Debtor’s address set forth beneath the Debtor’s signature line at the end of this Security Agreement, or at such other locations contemplated or permitted under the Credit Agreement. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Products, machinery and Equipment on a quarterly basis so long as the Obligations remained unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s location for shipping purposes in the ordinary course chief place of business. (j) The Debtor shall: (i) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii) from time to time replace any worn, broken chief executive office or defective parts thereof if necessary for the Debtor’s operations; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv) keep all tangible Collateral insured in such amounts, against such risks and with such companies as provided in the Credit Agreement, with loss payable clauses in favor of the Secured Party to the extent of its interest in form reasonably acceptable to the Secured Party (including a provision, reasonably satisfactory to the Secured Party for prior written notice to the Secured Party of any cancellation residence within 30 days of such insurance), and, at the request of Secured Party, deliver polices or certificates of such insurance to the Secured Party; (v) at the Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and, the Debtor’s financial condition, business and property, and allow the Secured Party to examine and copy the samechange. (k) The Debtor shall use commercially reasonable efforts to cooperate with the Secured Party in obtaining Control with respect to Collateral consisting of Investment Property with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate, Letter-Of-Credit Rights in any case with a face amount in excess of $100,000.00, and Electronic Chattel Paper with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate. (l) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably acceptable to Secured Party, a commodity account control agreement or securities account control agreement, respectively, for each commodity account and each securities account in which Secured Party has a security interest, provided, that Debtor shall not be required to execute or deliver any such control agreements with respect to commodities accounts or security accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien in such accounts of the Debtor. (m) If Debtor, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor of the brief details thereof and shall, upon the request of the Secured Party, execute such documents as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) In the Secured Party’s discretion, to the extent the Debtor fails to do what is required of it in the Credit Agreement with respect thereto, the Secured Party may, as permitted by the Loan Documents, discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default or Event of Default. (o) Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (p) The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party nor the Banks nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the gross negligence or willful misconduct of the Secured Party, the Bank’s or any of their respective officers, directors, employees or agents.

Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows: (a) As of the date hereof (i) the legal name of the Debtor is as set forth in the preamble of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s 's name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name. (b) The Debtor is a limited liability company whose state of organization is DelawareMinnesota. The Debtor shall not change its state of organization without the prior written consent of the Secured Party. (c) The address of the Debtor’s 's chief executive office as of the date hereof is set forth beneath the Debtor’s 's signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement. (d) The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine. (e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach thereto, free of all Liens other than Permitted Liens, the Security Interest and any other security of the Secured Party. The Debtor shall not permit any Lien, other than liens permitted by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay GP:4273100 vl all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit Agreement. To the knowledge of the Debtor, no financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related to Liens is on file in any public office on the date hereof. (fa) Except to the extent permitted under the Credit Agreement, the Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of business. (gb) For each Deposit Account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured Party’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefrom. The provisions of this paragraph shall not apply to (i) any Deposit Account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account for which the Secured Party is the depositary bank and is in automatic Control, and (iii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s 's salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted Lien. (hc) The Debtor shall execute and deliver to the Secured Party all documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of the Secured Party to receive payment of amounts owed under federal and state government program payments if an Event of Default has occurred and is continuing. (id) All tangible Collateral shall be located at the Debtor’s 's address set forth beneath the Debtor’s 's signature line at the end of this Security Agreement, or at such other locations contemplated or permitted under the Credit Agreement. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Products, machinery and Equipment on a quarterly basis so long GP:4273100 xx xxxx as the Loan Obligations remained unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s 's location for shipping purposes in the ordinary course of business. (ja) The Debtor shall: (i) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s 's operations; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv) keep all tangible Collateral insured in such amounts, against such risks and with such companies as provided in the Credit Agreement, with loss payable clauses in favor of the Secured Party to the extent of its interest in form reasonably acceptable to the Secured Party (including a provision, reasonably satisfactory to the Secured Party for prior written notice to the Secured Party of any cancellation of such insurance), and, at the request of Secured Party, deliver polices or certificates of such insurance to the Secured Party; and (v) at the Debtor’s 's chief executive office, keep accurate and complete records pertaining to the Collateral and, the Debtor’s 's financial condition, business and property, and allow the Secured Party to examine and copy the samesame subject to the terms and conditions of the Credit Agreement. (kb) The Debtor shall use commercially reasonable efforts to cooperate with the Secured Party in obtaining Control with respect to Collateral consisting of Investment Property with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate, Letter-Of-Credit Rights in any case with a face amount in excess of $100,000.00, and Electronic Chattel Paper with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate. (l1) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably acceptable to Secured Party, a commodity account control agreement Commodity Account Control Agreement or securities account control agreementSecurities Account Control Agreement, respectively, for each commodity account Commodity Account and each securities account Securities Account in which Secured Party has a security interest, provided, that Debtor shall not be required to execute or deliver any such control agreements with respect to commodities accounts Commodities Accounts or security accounts Security Accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien Lien in such accounts of the Debtor. (m) If Debtor, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor of the brief details thereof and shall, upon the request of the Secured Party, execute such documents as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form foam and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00.. GP:4273100 vl (na) In the Secured Party’s 's discretion, to the extent the Debtor fails to do what is required of it in the Credit Agreement with respect thereto, the Secured Party may, as permitted by the Loan Documents, discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default or Event of Default. (ob) Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s 's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (pc) The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party nor the Banks nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the gross negligence or willful misconduct of the Secured Party, the Bank’s 's or any of their respective officers, directors, employees or agents.

Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows: (a) As of the date hereof (i) the legal name of the Debtor is as set forth in the preamble of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name. (b) The Debtor is a limited liability company whose state of organization is DelawareMinnesota. The Debtor shall not change its state of organization without the prior written consent of the Secured Party. (c) The address of the Debtor’s chief executive office as of the date hereof is set forth beneath the Debtor’s signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement. (d) The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine. (e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach thereto, free of all Liens other than Permitted Liens, the Security Interest and any other security of the Secured Party. The Debtor shall not permit any Lien, other than liens permitted by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit Agreement. To the knowledge of the Debtor, no financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related to Liens is on file in any public office on the date hereof. (f) Except to the extent permitted under the Credit Agreement, the Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of business. (g) For each Deposit Account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefrom. The provisions of this paragraph shall not apply to (i) any Deposit Account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account for which the Secured Party is the depositary bank and is in automatic Control, and (iii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted Lien. (h) The Debtor shall execute and deliver to the Secured Party all documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of the Secured Party to receive payment of amounts owed under federal and state government program payments if an Event of Default has occurred and is continuing. (i) All tangible Collateral shall be located at the Debtor’s address set forth beneath the Debtor’s signature line at the end of this Security Agreement, or at such other locations contemplated or permitted under the Credit Agreement. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Products, machinery and Equipment on a quarterly basis so long as the Loan Obligations remained unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s location for shipping purposes in the ordinary course of business. (j) The Debtor shall: (i) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s operations; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv) keep all tangible Collateral insured in such amounts, against such risks and with such companies as provided in the Credit Agreement, with loss payable clauses in favor of the Secured Party to the extent of its interest in form reasonably acceptable to the Secured Party (including a provision, reasonably satisfactory to the Secured Party for prior written notice to the Secured Party of any cancellation of such insurance), and, at the request of Secured Party, deliver polices or certificates of such insurance to the Secured Party; and (v) at the Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and, the Debtor’s financial condition, business and property, and allow the Secured Party to examine and copy the samesame subject to the terms and conditions of the Credit Agreement. (k) The Debtor shall use commercially reasonable efforts to cooperate with the Secured Party in obtaining Control with respect to Collateral consisting of Investment Property with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate, Letter-Of-Credit Rights in any case with a face amount in excess of $100,000.00, and Electronic Chattel Paper with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate. (l) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably acceptable to Secured Party, a commodity account control agreement Commodity Account Control Agreement or securities account control agreementSecurities Account Control Agreement, respectively, for each commodity account Commodity Account and each securities account Securities Account in which Secured Party has a security interest, provided, that Debtor shall not be required to execute or deliver any such control agreements with respect to commodities accounts Commodities Accounts or security accounts Security Accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien Lien in such accounts of the Debtor. (m) If Debtor, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor of the brief details thereof and shall, upon the request of the Secured Party, execute such documents as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) In the Secured Party’s discretion, to the extent the Debtor fails to do what is required of it in the Credit Agreement with respect thereto, the Secured Party may, as permitted by the Loan Documents, discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default or Event of Default. (o) Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (p) The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party nor the Banks nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the gross negligence or willful misconduct of the Secured Party, the Bank’s or any of their respective officers, directors, employees or agents.

Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows: (a) As of the date hereof (i) the a. The legal name of the Debtor is as set forth in at the preamble top of the first page of this Security Agreement, and (ii) the . The Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name. (b) b. The Debtor is a limited liability company whose state of organization is DelawareIowa. The Debtor shall not change its state of organization without the prior written consent of the Secured Party. (c) c. The address of the Debtor’s chief executive office as of the date hereof is set forth beneath the Debtor’s signature line shown at the end beginning of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement. (d) d. The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine. (e) e. The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach theretotransfer an interest, free of all Liens security interests, liens and encumbrances other than Permitted Liens, the Security Interest and any other security of the Secured Party. The Debtor shall not permit any Liensecurity interest, lien or encumbrance, other than liens permitted by the Credit Master Loan Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit AgreementInterest. To the knowledge of the Debtor, no No financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related liens subordinated to Liens the Secured Party is on file in any public office on office. If any Collateral is or will become a fixture, the date hereofDebtor, at the request of the Secured party, shall furnish the Secured Party with a statement or statements executed by all persons who have or claim an interest in the real estate, in form acceptable to the Secured Party, which statement or statements shall provide that such persons consent to the Security Interest. (f) f. Except to the extent as specifically permitted under by the Credit Agreement, the Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party, except that, until the occurrence of any Event of Default and subject to the provisions of this Agreement, the Debtor may sell or lease any Collateral constituting Inventory or Farm Products in the ordinary course of business at prices constituting the fair market value thereof. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of business. (g) g. For each Deposit Account deposit account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Accountdeposit account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Accountdeposit account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Accountdeposit account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefromoccur, if effect were given to any withdrawal not otherwise permitted by the Loan Documents. The provisions of this paragraph shall not apply to (i) any Deposit Account deposit account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account deposit account for which the Secured Party is the depositary bank and is in automatic Controlcontrol, and (iii) Deposit Accounts deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted Liendeposit accounts. (h) h. The Debtor shall execute and deliver to the Secured Party all assignments, transfers and other documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of transfer, convey and assign to the Secured Party to receive payment of amounts owed under all federal and state government program payments if an Event of Default has occurred payments, rights to payment whether or not earned by performance, accounts, general intangibles and is continuingbenefits. (i) i. Each account, instrument, chattel paper, other right to payment and general intangible constituting Collateral is, or will be when acquired, the valid, genuine and legally enforceable obligation of the account debtor or other obligor named therein or in the Debtor’s records pertaining thereto as being obligated to pay such obligation, subject to no defense, setoff or counterclaim. The Debtor shall not, without the prior written consent of the Secured Party, agree to any material modification or amendment of any such obligation or agree to any subordination or cancellation of any such obligation. j. All tangible Collateral shall be located at the Debtor’s address address(es) set forth beneath the Debtor’s signature line at the end beginning of this Security Agreement, or at such other locations contemplated or permitted under as disclosed in writing to the Credit AgreementSecured Party. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Productsfarm products, machinery and Equipment equipment on a quarterly basis so long as the Obligations remained obligations remain unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s location for shipping purposes in the ordinary course of business. (j) k. The Debtor shall: (i1) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii2) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s operations; (iii3) promptly notify the Secured Party of any material loss of or material damage to any Collateral or of any adverse change in the prospect of payment of any account, instrument, chattel paper, other right to payment or general intangible constituting Collateral; (4) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv5) keep all tangible Collateral insured in such amounts, against such risks and with in such companies as provided in shall be reasonably acceptable to the Credit AgreementSecured Party, with loss payable clauses in favor of the Secured Party to the extent of its interest in form reasonably acceptable to the Secured Party (including without limitation a provision, reasonably satisfactory to the Secured Party provision for at least ten (10) days’ prior written notice to the Secured Party of any cancellation or modification of such insurance), and, at the request of Secured Party, and deliver polices or certificates of such insurance to the Secured Party; (v6) at the Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and, and the Debtor’s financial condition, business and property, and allow submit to the Secured Party such periodic reports concerning the Collateral and the Debtor’s financial condition, business and property as the Secured Party may from time to time request; (7) at all reasonable times permit the Secured Party and its representatives to examine and inspect any Collateral, and to examine, inspect and copy the Debtor’s records pertaining to the Collateral and the Debtor’s financial condition, business and property; (8) at the Secured Party’s request, promptly execute, endorse and deliver such financing statements and other instruments, documents, chattel paper and writings and take such other actions deemed by the Secured Party to examine be necessary or desirable to establish, protect, perfect or enforce the Security Interest and copy the samerights of the Secured Party under this Agreement and applicable law, and pay all costs of filing financing statements and other writings in all public offices where filing is deemed by the Secured Party to be necessary or desirable. (k) The l. Debtor shall use commercially reasonable efforts to will cooperate with the Secured Party in obtaining Control control with respect to Collateral consisting of Investment Property with a value in excess of $100,000.00 individuallydeposit accounts, or $250,000.00 in the aggregateinvestment property, Letterletter-Ofof-Credit Rights in any case with a face amount in excess of $100,000.00credit rights, and Electronic Chattel Paper with electronic chattel paper. Debtor will not create any chattel paper without placing a value in excess of $100,000.00 individually, or $250,000.00 in legend on the aggregate. (l) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably chattel paper acceptable to the Secured Party, a commodity account control agreement or securities account control agreement, respectively, for each commodity account and each securities account in which Party indicating that Secured Party has a security interestinterest in the chattel paper. m. To the extent Debtor uses the proceeds of loan(s) extended by Secured Party to purchase Collateral, provided, Debtor’s repayment of said loan(s) shall apply on a “first-in-first-out” basis so that the portion of the loan(s) used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral. n. The Debtor shall not be required comply, in all material respects, with the provisions of all federal or state government programs, agreements and contracts to execute or deliver any such control agreements with respect to commodities accounts or security accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien in such accounts of the Debtorwhich it is a party. (m) If Debtor, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor of the brief details thereof and shall, upon the request of the Secured Party, execute such documents as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) o. In the Secured Party’s discretion, to the extent if the Debtor fails to do what is required of it in the Credit Agreement with respect theretoso, the Secured Party may, as permitted by the Loan Documents, may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default Default or Event of Default. (o) p. Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (p) q. The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they it actually receive receives as a result of the exercise of such powers, and neither the Secured Party nor the Banks it nor any of their respective its officers, directors, employees or agents Secured Parties shall be responsible to the Debtor for any act or failure to act, except for the Secured Party’s own gross negligence or willful misconduct of the Secured Party, the Bank’s or any of their respective officers, directors, employees or agentsmisconduct.

Representations, Warranties, Covenants and Agreements. The Debtor Borrower represents, warrants, covenants covenants, and agrees as follows: (a) As The Borrower is a corporation, duly organized and existing under the laws of the date hereof (i) State of Delaware and is duly authorized to do business and in good standing wherever the legal name ownership of its property or the Debtor is as set forth in the preamble conduct of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other namebusiness requires such authorization. (b) The Debtor Borrower’s chief executive office and principal place of business is a limited liability company whose state at the address set forth in the introductory paragraph of organization this Agreement, which is Delaware. The Debtor shall not change its state of organization without also the prior written consent of only place where the Secured PartyCollateral is kept. (c) The address of the Debtor’s chief executive office as of the date hereof is set forth beneath the Debtor’s signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of Borrower will not change its name, identity, or corporate structure in any change in such address. The Debtor has authority to execute and perform this Security Agreementmanner that might make a financing statement seriously misleading. (d) The Debtor hereby authorizes Borrower has good, indefeasible and merchantable title to and ownership of the Collateral, free and clear of all liens, claims, security interests, and encumbrances, except those of the Collateral Agent, for the benefit of the Secured Party Parties and those permitted under this Agreement and the Purchase Agreement. The Borrower will not create, assume, or permit to file all financing statements and amendments to financing statements describing exist any Lien on the Collateral that is senior to the Lien of the Collateral Agent (except in any offices as favor of the Collateral Agent, for the benefit of the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determineParties). (e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of Borrower authorizes the Collateral hereafter acquired, Agent to file a financing statement or has sufficient rights in statements to perfect the Collateral for the Security Interest to attach thereto, free of all Liens other than Permitted Liens, the Security Interest and any other security of the Secured Partyinterests being granted hereunder. The Debtor shall not permit any LienBorrower will, other than liens permitted if requested by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxesat Borrower’s expense, assessments and other government charges upon or against the Debtor, file any Collateral and the Security Interest to the extent required under the Credit Agreement. To the knowledge of the Debtor, no financing statement covering and execute and deliver any Collateral other than related document necessary to Permitted Liens and precautionary filings not related to Liens is on file be filed in any public office on location (including the date hereof.United States Patent and Trademark Office or Copyright Office) to perfect the security interests granted hereunder and to execute any necessary stock powers. NEWYORK01 1276247v4 232444-000001 (f) Except The security interest granted by the Borrower to the extent permitted under Collateral Agent for the Credit Agreement, the Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent benefit of the Secured Party. For purposes of this Security AgreementParties in the Collateral, a transfer in partial or total satisfaction upon filing of a debtfinancing statement, obligation or liability shall not constitute constitutes a sale or lease valid first perfected lien on and security interest in the ordinary course Collateral as to which the filing of businessa financing statement is required to so perfect subject only to those liens and security interests in the Borrower’s assets permitted under this Agreement. (g) For each Deposit Account that The Borrower has the Debtor at right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and any time opens other agreement or maintainsinstrument referred to herein to which it is a party, and this Agreement and all such other agreements and instruments to which it is a party are valid and binding upon and enforceable against the Debtor shallBorrower’s in accordance with their respective terms, at the Secured Party’s request subject to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Accountgeneral equitable principles. The Secured Party agrees with Borrower has taken all action required to authorize the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtorexecution, unless an Event of Default has occurred delivery and is continuing, or would result therefrom. The provisions performance of this paragraph shall not apply Agreement and all other agreements or documents to (i) any Deposit Account for which the Debtor, the depositary bank it is a party required hereunder and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account for which the Secured Party is the depositary bank and is in automatic Control, (iii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted Lientransactions contemplated hereby. (h) The Debtor Except as set forth on Schedule A hereto, the execution, delivery and/or performance by the Borrower of this Agreement and any other agreement or instrument referred to herein to which it is a party, shall execute and deliver not, by the lapse of time, the giving of notice or otherwise, constitute a violation of, or result in the breach of or accelerate or permit the acceleration of the performance required by the terms of any applicable law, rule or regulation of any governmental body, or any provision contained in the Borrower’s certificate of incorporation, by-laws or other organizational document or contained in any agreement, instrument or document to which the Borrower is now a party or by which it or its assets are bound, or result in the creation of any claim, lien, charge or encumbrance upon any of the property or assets of the Borrower (except those granted to the Secured Party all documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of the Secured Party to receive payment of amounts owed under federal and state government program payments if an Event of Default has occurred and is continuingParties pursuant hereto). (i) All tangible Collateral The Borrower shall be located at the Debtor’s address set forth beneath the Debtor’s signature line at the end of this Security Agreementuse all reasonable commercial efforts to protect, or at such other locations contemplated or permitted preserve, and maintain, in each case in a manner consistent with good business practice, all its right, title, and interest in, to and under the Credit Agreement. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Products, machinery and Equipment on a quarterly basis so long as the Obligations remained unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s location for shipping purposes in the ordinary course of businessCollateral. (j) The Debtor shall: (i) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s operations; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv) keep all tangible Collateral insured in such amounts, against such risks and with such companies as provided in the Credit Agreement, with loss payable clauses in favor of the Secured Party to the extent of its interest in form reasonably acceptable to the Secured Party (including a provision, reasonably satisfactory to the Secured Party for prior Borrower will promptly give written notice to the Secured Party Collateral Agent of the occurrence of any cancellation material casualty to all or any material portion of such insurance), and, at the request of Secured Party, deliver polices or certificates of such insurance to the Secured Party; (v) at the Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and, the Debtor’s financial condition, business and property, and allow the Secured Party to examine and copy the sameCollateral. (k) The Debtor shall use commercially reasonable efforts to cooperate with Borrower is not in violation of any applicable law, statute, regulation or ordinance of any governmental entity or authority, including, without limitation, the Secured Party in obtaining Control with respect to Collateral consisting United States of Investment Property with a value in excess America, any state, city, town, municipality, county or of $100,000.00 individuallyany other jurisdiction, or $250,000.00 in the aggregateof any agency thereof, Letter-Of-Credit Rights which could in any case with a face amount in excess of $100,000.00, respect materially and Electronic Chattel Paper with a value in excess of $100,000.00 individually, or $250,000.00 in adversely affect the aggregateCollateral. (l) To The Borrower shall permit representatives of the extent that Secured Parties or Collateral Agent, upon reasonable notice during regular business hours, to visit and inspect the Debtor maintains Commodity Accounts Collateral and Securities Accountsthe Borrower’s books and records relating to the Collateral and to make copies thereof, all at such times and as often as the Debtor agrees to execute and deliver to Secured Party, in a form reasonably acceptable to Secured Party, a commodity account control agreement Parties or securities account control agreement, respectively, for each commodity account and each securities account in which Secured Party has a security interest, provided, that Debtor shall not be required to execute or deliver any such control agreements with respect to commodities accounts or security accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party the Collateral Agent may reasonably request or require to perfect its lien in such accounts of the Debtor.request. NEWYORK01 1276247v4 232444-000001 (m) If DebtorThe Borrower shall not create, incur or permit to exist any secured indebtedness, other than purchase money security interests granted after the date hereof, liens to which the Collateral Agent shall have given its knowledge, prior written consent and liens in favor of the Collateral Agent. The Borrower shall not at any time hold directly or acquire indirectly assume, guarantee, endorse or otherwise agree, become or remain directly or contingently liable upon or with respect to any obligations or liability of any other person or entity other than a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor subsidiary of the brief details thereof Borrower and shall, upon the request of the Secured Party, execute such documents except as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of otherwise permitted under this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) In the Secured Party’s discretion, The Collateral is and shall remain personal property at all times regardless of how attached or installed at or to the extent the Debtor fails to do what is required of it address set forth in the Credit Agreement with respect thereto, the Secured Party may, as permitted by the Loan Documents, discharge taxes and other encumbrances at any time levied or placed on any introductory paragraph of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default or Event of Defaultthis Agreement. (o) Anything herein to the contrary notwithstandingThe Borrower will duly pay and discharge when due and payable, the Debtor shall remain obligated all taxes, assessments and liable under each contract governmental and other charges, levies or agreement comprised in the Collateral to be observed claims levied or performed by the Debtor thereunderimposed, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation which are, or liability under any such contract which if unpaid might become, a lien or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of charge upon the Collateral, nor shall or the Secured Party be obligated in any manner to perform any properties, assets, franchises, earnings or business of the obligations of Borrower; provided, however, that nothing contained in this paragraph shall require the Debtor under Borrower to pay and discharge, or pursuant cause to be paid and discharged, any such contract tax, assessment, charge, levy or agreement, to make inquiry claim so long as the Borrower in good faith shall contest the validity thereof by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with such accounting practices and otherwise satisfactory to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own accountAgent. (p) The powers conferred on the Secured Party hereunder are solely to protect its interests in Borrower shall not sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party nor the Banks nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the gross negligence or willful misconduct of the Secured Party, the Bank’s or any of their respective officersits other tangible or intangible properties or assets, directors, employees other than in the ordinary course of the Borrower’s business or agentsan Asset Sale Transaction (as such term is defined in the Purchase Agreement).

Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, represents and warrants to and covenants and agrees with the Secured Party as follows: (a) As The Debtor is and will be at all times the legal and beneficial owner of the date hereof (i) the legal name Collateral free and clear of the Debtor is as set forth in the preamble of this Security Agreementany lien, and (ii) the Debtor has not used any trade namesecurity interest, assumed name or other name charge or encumbrance, including, without limitation, any option, except for the Debtor’s name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other namesecurity interest created by this Agreement. (b) The exercise by the Secured Party of any of Secured Party' rights and remedies hereunder will not contravene law or any contractual restriction binding on or affecting the Debtor is a limited liability company whose state of organization is Delaware. The Debtor shall not change its state of organization without the prior written consent or any of the Secured PartyDebtor's properties and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of the Debtor's properties. (c) The address No authorization or approval or other action by, and no notice to or filing with, any person or entity, including, without limitation, any governmental authority or other regulatory body, is required for (i) the due execution, delivery and performance by the Debtor of this Agreement, (ii) the grant by the Debtor, or the perfection, of the Debtor’s chief executive office as of lien and security interest purported to be created hereby in the date hereof is set forth beneath Collateral or (iii) the Debtor’s signature line at the end of this Security Agreement. The Debtor shall give exercise by the Secured Party prior written notice of any change of Secured Party' rights and remedies hereunder, except as may be required in such address. The Debtor has authority to execute connection with any sale of any Pledged Collateral by laws affecting the offering and perform this Security Agreementsale of securities generally. (d) The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determine. The Debtor hereby further authorizes the Secured Party to file This Agreement creates a financing statement describing any agricultural liens or other statutory liens held by the Secured Party in any offices as the Secured Party, in its sole discretion, may determine. (e) The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach thereto, free of all Liens other than Permitted Liens, the Security Interest and any other valid security of the Secured Party. The Debtor shall not permit any Lien, other than liens permitted by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured Party, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit Agreement. To the knowledge of the Debtor, no financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related to Liens is on file in any public office on the date hereof. (f) Except to the extent permitted under the Credit Agreement, the Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of business. (g) For each Deposit Account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefrom. The provisions of this paragraph shall not apply to (i) any Deposit Account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account for which the Secured Party is the depositary bank and is in automatic Control, (iii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted Lien. (h) The Debtor shall execute and deliver to the Secured Party all documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of the Secured Party to receive payment of amounts owed under federal and state government program payments if an Event of Default has occurred and is continuing. (i) All tangible Collateral shall be located at the Debtor’s address set forth beneath the Debtor’s signature line at the end of this Security Agreement, or at such other locations contemplated or permitted under the Credit Agreement. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Products, machinery and Equipment on a quarterly basis so long as the Obligations remained unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s location for shipping purposes in the ordinary course of business. (j) The Debtor shall: (i) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s operations; (iii) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv) keep all tangible Collateral insured in such amounts, against such risks and with such companies as provided in the Credit Agreement, with loss payable clauses in favor of the Secured Party in the Collateral, as security for the Obligations. Upon delivery of the certificates representing the Pledged Shares and all other certificates, instruments and cash constituting Pledged Collateral from time to the extent of its interest time, endorsed in form reasonably acceptable to the Secured Party (including a provisionblank, reasonably satisfactory to the Secured Party for prior written notice to the Secured Party of any cancellation of such insurance), and, at the request of Secured Party, deliver polices or certificates of such insurance to the Secured Party; (v) at the Debtor’s chief executive office, keep accurate and complete records pertaining to the Collateral and, the Debtor’s financial condition, business and property, and allow the Secured Party to examine and copy the same. (k) The Debtor shall use commercially reasonable efforts to cooperate filing of a financing statement with the Secured Party in obtaining Control with respect to Collateral consisting Secretary of Investment Property with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate, Letter-Of-Credit Rights in any case with a face amount in excess of $100,000.00, and Electronic Chattel Paper with a value in excess of $100,000.00 individually, or $250,000.00 in the aggregate. (l) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably acceptable to Secured Party, a commodity account control agreement or securities account control agreement, respectively, for each commodity account and each securities account in which Secured Party has a security interest, provided, that Debtor shall not be required to execute or deliver any such control agreements with respect to commodities accounts or security accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien in such accounts State of the Debtor. (m) If Debtor, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party State of Texas in a writing signed by Debtor of the brief details thereof and shall, upon the request favor of the Secured Party, execute such documents as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which naming the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) In the Secured Party’s discretion, to the extent the Debtor fails to do what is required of it in the Credit Agreement with respect thereto, the Secured Party may, as permitted by the Loan Documents, discharge taxes "Debtor" and other encumbrances at any time levied or placed on any of describing the Collateral, maintain any of the lien and security interest created herein will be a fully perfected, first priority security interest in the Collateral, make repairs thereto . All action necessary or desirable to perfect and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any protect such expenditures, nor shall the making thereof be construed as the waiver or cure of any default or Event of Default. (o) Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have security interest has been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party’s sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (p) The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party nor the Banks nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to actduly taken, except for the gross negligence or willful misconduct Secured Party' having possession of certificates, instruments and cash constituting Pledged Collateral and the filing of a financing statement with the Secretary of State of the Secured Party, State of Texas covering all of the Bank’s or any of their respective officers, directors, employees or agentsCollateral after the date hereof.

Representations, Warranties, Covenants and Agreements. The Debtor represents, warrants, covenants and agrees as follows: (a) a. As of the date hereof (i) the legal name of the Debtor is as set forth in the preamble of this Security Agreement, and (ii) the Debtor has not used any trade name, assumed name or other name except the Debtor’s 's name stated above. The Debtor shall give the Secured Party prior written notice of any change in its name or if the Debtor uses any other name. (b) b. The Debtor is a limited liability company whose state of organization is DelawareIowa. The Debtor shall not change its state of organization without the prior written consent of the Secured Party. (c) c. The address of the Debtor’s 's chief executive office as of the date hereof is set forth beneath the Debtor’s 's signature line at the end of this Security Agreement. The Debtor shall give the Secured Party prior written notice of any change in such address. The Debtor has authority to execute and perform this Security Agreement. (d) d. The Debtor hereby authorizes the Secured Party to file all financing statements and amendments to financing statements describing the Collateral in any offices as the Secured Party, in its sole discretion, may determinedetermine necessary to perfect the Security Interest in the Collateral. The Debtor hereby further authorizes the Secured Party to file a financing statement describing any agricultural liens or other statutory liens held by the Secured Party for the benefit of the Banks in any offices as the Secured Party, in its sole discretion, may determinedetermine necessary to perfect the security interest in the Collateral. (e) e. The Debtor is the owner (or upon closing of the Acquisition will become the owner) of the Collateral, will be the owner of the Collateral hereafter acquired, or has sufficient rights in the Collateral for the Security Interest to attach theretotransfer an interest, free of all Liens security interests, liens and encumbrances other than Permitted Liens, the Security Interest and any other security of the Secured PartyParty or the Banks. The Debtor shall not permit any Liensecurity interest, lien or encumbrance, other than liens permitted by the Credit Agreement, to attach to any Collateral without the prior written consent of the Secured Party. The Debtor shall defend the Collateral against the claims and demands of all persons other than the Secured PartyParty and the Banks, and shall promptly pay all taxes, assessments and other government charges upon or against the Debtor, any Collateral and the Security Interest to the extent required under the Credit AgreementInterest. To the knowledge of the Debtor, no No financing statement covering any Collateral other than related to Permitted Liens and precautionary filings not related liens subordinated to Liens the Banks is on file in any public office on office. If any Collateral is or will become a fixture, the date hereofDebtor, at the request of the Secured Party, shall furnish the Secured Party with a statement or statements executed by all persons who have or claim an interest in the real estate, in form acceptable to the Secured Party, which statement or statements shall provide that such persons consent to the Security Interest. (f) Except to the extent permitted under the Credit Agreement, the f. The Debtor shall not sell or otherwise dispose of any Collateral or any interest therein without the prior written consent of the Secured Party, except that, until the occurrence of any Event of Default and subject to the provisions of this Security Agreement, the Debtor may sell or lease any Collateral constituting Inventory or Farm Products in the ordinary course of business at prices constituting the fair market value thereof or as otherwise permitted in the Credit Agreement. For purposes of this Security Agreement, a transfer in partial or total satisfaction of a debt, obligation or liability shall not constitute a sale or lease in the ordinary course of business. (g) g. For each Deposit Account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured Party’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of the Debtor, or (b) arrange for the Secured Party to become the customer of the depositary bank with respect to the Deposit Account, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw funds from such Deposit Account. The Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the Debtor, unless an Event of Default has occurred and is continuing, or would result therefromoccur, if effect were given to any withdrawal not otherwise permitted by the Loan Documents. The provisions of this paragraph shall not apply to (i) any Deposit Account for which the Debtor, the depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary bank and the Secured Party for the specific purpose set forth therein, (ii) a Deposit Account for which the Secured Party is the depositary bank and is in automatic Control, and (iii) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Debtor’s 's salaried employees, and (iv) Deposit Accounts maintained for the purpose of making routine, de minimis payments for which the average daily balance in the aggregate for all such accounts is not in excess of $50,000.00. The Debtor shall not grant any other person a security interest, lien or other encumbrance in any such Deposit Accounts except to the extent that such security interest, lien or encumbrance is a Permitted LienAccounts. (h) h. The Debtor shall execute and deliver to the Secured Party all assignments, transfers and other documents reasonably required by the Secured Party under any federal or state assignment of claims or similar act to provide for the right of transfer, convey and assign to the Secured Party to receive payment for the benefit of amounts owed under the Banks all federal and state government program payments if an Event of Default has occurred payments, rights to payment whether or not earned by performance, Accounts, General Intangibles and is continuingbenefits. (i) i. Each Account, Instrument, Chattel Paper, other right to payment and General Intangible constituting Collateral is, or will be when acquired, the valid, genuine and legally enforceable obligation of the Account Debtor or other obligor named therein or in the Debtor's records pertaining thereto as being obligated to pay such obligation, subject to no defense, setoff or counterclaim. The Debtor shall not, without the prior written consent of the Secured Party, agree to any material modification or amendment of any such obligation or agree to any subordination or cancellation of any such obligation. j. All tangible Collateral shall be located at the Debtor’s address 's address(es) set forth beneath the Debtor’s signature line at the end beginning of this Security Agreement, or at such other locations contemplated or permitted under as disclosed in writing to the Credit AgreementSecured Party. No such Collateral shall be located at any other address without the prior written consent of the Secured Party. At the request of the Secured Party, the Debtor shall provide the Secured Party with the location of all Farm Products, machinery and Equipment on a quarterly basis so long as the Loan Obligations remained remain unpaid. Notwithstanding the foregoing, Collateral may be located away from the Debtor’s 's location for shipping purposes in the ordinary course of business. (j) k. The Debtor shall: (i1) keep all tangible Collateral in good condition and repair, normal wear and tear and depreciation excepted; (ii2) from time to time replace any worn, broken or defective parts thereof if necessary for the Debtor’s 's operations; (iii3) promptly notify the Secured Party of any material loss of or material damage to any Collateral or of any adverse change in the prospect of payment of any Account, Instrument, Chattel Paper, other right to payment or General Intangible constituting Collateral; (4) not permit any Collateral to be used or kept for any unlawful purpose or in violation of any federal, state or local law; (iv5) keep all tangible Collateral insured in such amounts, against such risks and with in such companies as provided in shall be reasonably acceptable to the Credit AgreementSecured Party, with loss payable clauses in favor of the Secured Party for the benefit of the Banks to the extent of its interest in form reasonably acceptable to the Secured Party (including without limitation a provision, reasonably satisfactory to the Secured Party provision for at least ten (10) days' prior written notice to the Secured Party of any cancellation or modification of such insurance), and, at the request of Secured Party, and deliver polices policies or certificates of such insurance to the Secured Party; (v6) at the Debtor’s 's chief executive office, keep accurate and complete records pertaining to the Collateral and, and the Debtor’s 's financial condition, business and property, and allow submit to the Secured Party such periodic reports concerning the Collateral and the Debtor's financial condition, business and property as the Secured Party may from time to time request; (7) at all reasonable times permit the Secured Party and its representatives to examine and inspect any Collateral, and to examine, inspect and copy the Debtor's records pertaining to the Collateral and the Debtor's financial condition, business and property; (8) at the Secured Party's request, promptly execute, endorse and deliver such financing statements and other Instruments, documents, Chattel Paper and writings and take such other actions deemed by the Secured Party to examine be necessary or desirable to establish, protect, perfect or enforce the Security Interest and copy the samerights of the Secured Party and the Banks under this Security Agreement and applicable law, and pay all costs of filing financing statements and other writings in all public offices where filing is deemed by the Secured Party to be necessary or desirable. (k) The l. Debtor shall use commercially reasonable efforts to will cooperate with the Secured Party in obtaining Control control with respect to Collateral consisting of Investment Property with a value in excess of $100,000.00 individuallyDeposit Accounts, or $250,000.00 in the aggregateinvestment property, Letterletter-Ofof-Credit Rights in any case with a face amount in excess of $100,000.00credit rights, and Electronic electronic Chattel Paper. Debtor will not create any Chattel Paper with without placing a value in excess of $100,000.00 individually, or $250,000.00 in legend on the aggregate. (l) To the extent that the Debtor maintains Commodity Accounts and Securities Accounts, the Debtor agrees to execute and deliver to Secured Party, in a form reasonably Chattel Paper acceptable to the Secured Party, a commodity account control agreement or securities account control agreement, respectively, for each commodity account and each securities account in which Party indicating that Secured Party has a security interestinterest in the Chattel Paper. m. To the extent Debtor uses the Proceeds of loan(s) extended by the Banks to purchase Collateral, provided, Debtor's repayment of said loan(s) shall apply on a "first-in-first-out" basis so that the portion of the loan(s) used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral. n. The Debtor shall not be required comply, in all material respects, with the provisions of all federal or state government programs, agreements and contracts to execute or deliver any such control agreements with respect to commodities accounts or security accounts with assets credited thereto that are not in excess of $50,000.00. Debtor agrees to take all actions and deliver all documents Secured Party may reasonably request or require to perfect its lien in such accounts of the Debtorwhich it is a party. (m) If Debtor, to its knowledge, shall at any time hold or acquire a Commercial Tort Claim, Debtor shall promptly notify Secured Party in a writing signed by Debtor of the brief details thereof and shall, upon the request of the Secured Party, execute such documents as the Secured Party may reasonably require to grant to Secured Party a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to Secured Party; provided that Debtor shall not be obligated to provide notice to Secured Party of any Commercial Tort Claim regarding which the Debtor has, in good faith, determined the potential damages to be less than $250,000.00. (n) o. In the Secured Party’s 's discretion, to the extent if the Debtor fails to do what is required of it in the Credit Agreement with respect theretoso, the Secured Party may, as permitted by may for the Loan Documents, benefit of the Banks discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral, make repairs thereto and pay any necessary filing fees or insurance premiums. The Debtor agrees to reimburse the Secured Party on demand for all reasonable costs and expenditures so made. The Secured Party shall have no obligation to the Debtor to make any such expenditures, nor shall the making thereof be construed as the waiver or cure of any default Default or Event of Default. (o) p. Anything herein to the contrary notwithstanding, the Debtor shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Debtor thereunder, to the extent the counterparty to such contract may enforce such obligations and liabilities under such contracts and agreements under applicable law. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or the Banks or to which the Secured Party or the Banks may be entitled at any time or times. The Secured Party’s 's sole duty with respect to the custody, safe keeping and physical preservation of the Collateral in its possession shall be to deal with such Collateral in the same manner as the Secured Party deals with similar property for its own account. (p) q. The powers conferred on the Secured Party hereunder are solely to protect its interests the Banks interest in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party and the Banks shall be severally accountable only for the respective amounts that they actually receive as a result of the exercise of such powers, and neither the Secured Party Party, nor the Banks Banks, nor any of their respective officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act, except for the their own gross negligence or willful misconduct of the Secured Party, the Bank’s or any of their respective officers, directors, employees or agentsmisconduct.