Contract analysis

Section 1.01 — Defined Terms All capitalized terms used but not otherwise defined in this Mortgage shall have the respective meanings ascribed to such terms in the Credit Agreement. The following terms, as used herein, shall have the following meanings: "Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, with its headquarters at 4100 Grand Prairie Boulevard, Suite 300, Des Moines

Section 1.02 — Rules of Construction (a) All terms not specifically defined herein shall have the meanings set forth in the Credit Agreement. In the event of any inconsistency between the definitions set forth herein and those set forth in the Credit Agreement, the definitions in the Credit Agreement shall control, except with respect to matters of Illinois real property law, recording requirements, or foreclosure pr

Section 2.01 — Grant of Mortgage Lien For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Mortgagee to Mortgagor, the receipt and sufficiency of which are hereby acknowledged, and to secure the payment and performance of the Secured Obligations, Mortgagor hereby irrevocably mortgages, grants, bargains, sells, conveys, assigns, transfers, pledges, hypothecates,

Section 2.02 — Permitted Encumbrances The mortgage lien and security interest granted herein are subject to the following encumbrances and exceptions (collectively, "Permitted Encumbrances"): (a) Liens for taxes, assessments, and other governmental charges or levies not yet delinquent or that are being contested in good faith by appropriate proceedings diligently conducted, provided that adequate reserves with respec

Section 2.03 — Habendum TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, and appurtenances thereunto belonging or in anywise appertaining, unto Mortgagee, its successors and assigns, forever, until the Secured Obligations are indefeasibly paid and performed in full in cash (other than contingent indemnification obligations for which no claim has been asserted) and all commitments to e

Section 2.04 — Security Purpose This Mortgage is given and the mortgage lien and security interest created hereby are granted for the purpose of securing the prompt and complete payment and performance of all Secured Obligations, including, without limitation: (a) all principal amounts outstanding from time to time under the ABL Facility in an aggregate amount of up to Eighty Million Dollars ($80,000,000); (b) all in

ARTICLE III — REPRESENTATIONS, WARRANTIES, AND COVENANTS OF MORTGAGOR Mortgagor hereby represents, warrants, and covenants to Mortgagee as follows:

Section 3.01 — Title and Authority (a) Mortgagor is the sole fee simple owner of the Land and Improvements, free and clear of all liens, claims, encumbrances, charges, and other title exceptions of any kind, except for the Permitted Encumbrances. (b) Mortgagor is an Illinois corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois (Illinois Secretary of State File No.

Section 3.02 — No Conflicts The execution, delivery, and performance by Mortgagor of this Mortgage, and the granting of the mortgage lien and security interest herein: (a) do not and will not violate or conflict with any provision of Mortgagor's articles of incorporation, bylaws, or other organizational documents; (b) do not and will not violate or conflict with any law, statute, regulation, rule, ordinance, order, w

Section 3.03 — Payment of Secured Obligations Mortgagor shall duly and punctually pay and perform all Secured Obligations as and when due and payable in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents, including, without limitation, all principal, interest, fees, costs, expenses, and other amounts payable thereunder.

Section 3.04 — Maintenance and Repair (a) Mortgagor shall, at its sole cost and expense, maintain and keep the Mortgaged Property (including all Improvements and Fixtures) in good condition, working order, and repair, ordinary wear and tear excepted, and shall promptly make all necessary repairs, replacements, renewals, and restorations thereto, whether ordinary or extraordinary, structural or non-structural, foresee

Section 3.05 — Insurance (a) Mortgagor shall maintain, or cause to be maintained, insurance coverage on the Mortgaged Property in such amounts, of such types, with such deductibles, and issued by such insurers as are required by the Credit Agreement, including, without limitation: (i) Property and casualty insurance covering the distribution center and all other Improvements against loss or damage by fire, windstorm,

Section 3.06 — Taxes and Assessments (a) Mortgagor shall pay when due, and before any penalty, interest, or cost attaches thereto, all real estate taxes, personal property taxes, general and special assessments, water and sewer charges, utility charges, and all other governmental impositions, charges, and levies of every kind and nature whatsoever that are assessed, levied, or imposed upon or against the Mortgaged Pr

Section 3.07 — Compliance with Laws Mortgagor shall promptly comply with and conform to all present and future laws, statutes, codes, ordinances, rules, regulations, orders, and requirements of all federal, state, county, municipal, and other governmental authorities and all orders, rules, and regulations of any fire rating bureau or other organization performing a similar function, applicable to the Mortgaged Proper

Section 3.08 — No Additional Liens Mortgagor shall not create, incur, assume, or suffer to exist any mortgage, deed of trust, lien, pledge, charge, encumbrance, security interest, or other claim of any kind or nature whatsoever on or against the Mortgaged Property or any part thereof, other than (a) the lien and security interest of this Mortgage, (b) the Permitted Encumbrances, and (c) liens specifically permitted u

Section 3.09 — No Transfer Mortgagor shall not, without the prior written consent of Mortgagee (which consent may be withheld in Mortgagee's sole discretion, except as otherwise expressly provided in the Credit Agreement), sell, transfer, convey, assign, exchange, or otherwise dispose of, or agree to sell, transfer, convey, assign, exchange, or otherwise dispose of, all or any portion of the Mortgaged Property or any

Section 3.10 — Environmental Representations and Covenants (a) Representations. Mortgagor represents and warrants that, to Mortgagor's knowledge after due inquiry and investigation: (i) The Mortgaged Property is in compliance in all material respects with all applicable Environmental Laws (as defined in the Credit Agreement); (ii) No Hazardous Materials (as defined in the Credit Agreement) are present on, under, or a

Section 3.11 — Alterations and Improvements Mortgagor shall not make, or permit to be made, any material structural alterations, additions, or changes to the Improvements without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Mortgagor may make alterations and improvements without Mortgagee's consent to the extent that the agg

Section 3.12 — Condemnation / Eminent Domain (a) Mortgagor shall promptly notify Mortgagee of any actual or threatened condemnation, eminent domain, or similar proceeding affecting all or any portion of the Mortgaged Property, or any notice or communication received by Mortgagor with respect thereto. (b) Mortgagee shall have the right to intervene and participate in, and to approve any settlement or compromise of, an

Section 3.13 — Further Assurances Mortgagor shall, at its sole cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments, documents, and agreements, and shall take such further actions, as Mortgagee may from time to time reasonably request in order to (a) carry out more effectively the purposes of this Mortgage, (b) subject to the lien and secu

ARTICLE IV — ASSIGNMENT OF LEASES AND RENTS

Section 4.01 — Assignment (a) Mortgagor hereby absolutely, unconditionally, and irrevocably assigns, transfers, and sets over to Mortgagee, as Collateral Agent for the benefit of the Secured Parties, all of Mortgagor's right, title, and interest in, to, and under all Leases and Rents now existing or hereafter entered into or arising with respect to the Mortgaged Property or any part thereof, together with all securit

Section 4.02 — License to Collect (a) Notwithstanding the absolute assignment of Leases and Rents set forth in Section 4.01, so long as no Event of Default shall have occurred and be continuing, Mortgagee hereby grants to Mortgagor a revocable license to collect, receive, use, and enjoy the Rents in the ordinary course of Mortgagor's business and in accordance with the terms and conditions of the Credit Agreement and

Section 4.03 — Mortgagor's Obligations as Landlord (a) Mortgagor shall faithfully observe, perform, and discharge all of the obligations, terms, covenants, and conditions to be observed and performed by the landlord under each of the Leases, and shall not do or permit anything that would constitute a default by the landlord under any Lease. (b) Mortgagor shall not, without the prior written consent of Mortgagee (such

Section 4.04 — Subordination, Non-Disturbance, and Attornment Mortgagee may, in its sole discretion, elect to require subordination, non-disturbance, and attornment agreements ("SNDA Agreements") from any or all tenants under the Leases, in form and substance satisfactory to Mortgagee. Mortgagor shall cooperate with Mortgagee in obtaining such SNDA Agreements and shall use commercially reasonable efforts to cause eac

ARTICLE V — SECURITY AGREEMENT (FIXTURE FILING)

Section 5.01 — Grant of Security Interest To the extent that any property described herein constitutes personal property or fixtures under Article 9 of the Illinois Uniform Commercial Code (810 ILCS 5/9-101 et seq.), Mortgagor hereby grants to Mortgagee, as Collateral Agent for the benefit of the Secured Parties, a continuing first-priority security interest in all such personal property and fixtures, as additional s

Section 5.02 — Fixture Filing Information The following information is provided for purposes of this Mortgage serving as a financing statement and fixture filing under the Illinois Uniform Commercial Code: Name of Debtor: Greenfield Crop Inputs Inc. Debtor's Mailing Address: 780 Commerce Drive, Bloomington, Illinois 61701 Debtor's Type of Organization: Corporation Debtor's Jurisdiction of Organization: Illinois Debto

Section 5.03 — Remedies as Secured Party Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have, in addition to all other rights and remedies set forth in this Mortgage and the other Loan Documents, all of the rights and remedies of a secured party under the Illinois Uniform Commercial Code (810 ILCS 5/9-601 et seq.) with respect to any personal property or fixtures constituting p

ARTICLE VI — EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default Each of the following shall constitute an Event of Default under this Mortgage (each, an "Event of Default"): (a) Cross-Default to Credit Agreement. The occurrence of any "Event of Default" under and as defined in the Credit Agreement; (b) Failure to Pay. Failure by Mortgagor to pay any amount due under this Mortgage or any of the Secured Obligations when due, whether at the stated ma

Section 6.02 — Remedies Upon Default Upon the occurrence and during the continuance of any Event of Default, Mortgagee may, at its option and in its sole discretion, exercise any or all of the following rights and remedies (and any other rights and remedies available to Mortgagee under applicable law or any other Loan Document), without notice or demand (except as expressly required by applicable law or the Credit Ag

Section 6.03 — Application of Proceeds All proceeds received by Mortgagee from any foreclosure sale, other sale or disposition, or collection with respect to the Mortgaged Property shall be applied in the following order of priority: (i) First, to the payment of all costs and expenses of Mortgagee incurred in connection with the exercise of its rights and remedies under this Mortgage, the Credit Agreement, and the ot

Section 6.04 — Mortgagee's Right to Cure (a) If Mortgagor fails to perform any of its obligations under this Mortgage, including, without limitation, the obligation to pay taxes and assessments, to maintain in