OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SECURITY AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS
SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS.
22. SECTION TITLES. The Section titles contained in this Security Agreement are
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.
23. NO STRICT CONSTRUCTION. The parties hereto have participated jointly in the
negotiation and drafting of this Security Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Security Agreement shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Security Agreement.
22
24. ADVICE OF COUNSEL. Each of the parties represents to each other party hereto
that it has discussed this Security Agreement and, specifically, the provisions
of Section 20 and Section 21, with its counsel.
25. BENEFIT OF THE SECURED PARTIES. All Liens granted or contemplated hereby
shall be for the benefit of the Secured Parties, and all proceeds or payments
realized from Collateral in accordance herewith shall be applied to the
Obligations in accordance with the terms of the Credit Agreement.
26. ENTIRE AGREEMENT. THIS SECURITY AGREEMENT AND THE OTHER SECURITY DOCUMENTS
EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE GRANTORS, COLLATERAL
AGENT AND THE SECURED PARTIES, AND SUPERCEDES ALL PRIOR OR CONTEMPORANEOUS
AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF.
27. MISCELLANEOUS. In the event of any conflict or inconsistency between the
terms of this Security Agreement and the Credit Agreement, the Credit Agreement
shall prevail to the extent of such conflict or inconsistency.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
GRANTORS:
GREEN PLAINS GRAIN COMPANY LLC, a Delaware limited liability company
By:
GREEN PLAINS RENEWABLE ENERGY, INC., an Iowa corporation,
its sole Member
By:
/s/ Jerry Peters
Name:
Jerry Peters
Title:
Chief Financial
Officer GREEN PLAINS GRAIN COMPANY TN LLC, a Delaware limited liability company
By:
GREEN PLAINS GRAIN COMPANY LLC, a Delaware limited liability company,
its sole Member
By:
/s/ Jerry Peters
Name:
Jerry Peters
Title:
Chief Financial
Officer
GREEN PLAINS ESSEX INC.,
an Iowa corporation
By:
/s/ Jerry Peters Name:
Jerry Peters Title:
Chief Financial Officer
c/o Green Plains Grain Company LLC
450 Regency Parkway, Suite 400
Omaha, Nebraska 68114
Attention: Mr. Jerry Peters
Fax: 402-884-8776
Phone: 402-315-1603
Email: 
[SIGNATURE PAGE TO SECURITY AGREEMENT]
BNP PARIBAS,
a bank organized under the laws of France,
as Collateral Agent
By:
/s/ Stephen R. Staples, Jr.