Contract analysis

ARTICLE 1 GRANT OF MORTGAGE LIEN

Section 1.01 — Grant. Mortgagor hereby irrevocably and unconditionally grants, mortgages, warrants, assigns, transfers, and conveys to Mortgagee, as Collateral Agent for the benefit of the Secured Parties, with full mortgage covenants and warranty, a first-priority mortgage lien on and security interest in, all of Mortgagor's right, title, and interest in, to, and under the following described property (collectively,

Section 1.02 — Habendum. TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in any way appertaining, unto Mortgagee, as Collateral Agent for the benefit of the Secured Parties, and its successors and assigns, forever; PROVIDED, HOWEVER, that if the Obligations are indefeasibly paid and performed in full in cash, all Letters of Cr

Section 1.03 — Secured Obligations. This Mortgage is given to secure the prompt and complete payment and performance of all "Obligations" as defined in the Credit Agreement, including, without limitation: (a) all principal of all Loans and all reimbursement obligations in respect of Letters of Credit, in each case in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000) outstanding at any time;

ARTICLE 2 ASSIGNMENT OF LEASES AND RENTS

Section 2.01 — Assignment. Mortgagor hereby absolutely, presently, and unconditionally assigns, transfers, sets over, and conveys 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 existing and future Leases of the Mortgaged Property and all Rents arising therefrom or relating thereto, whether now due, past due, or to become du

Section 2.02 — License to Collect Rents. Notwithstanding the foregoing absolute assignment, Mortgagee hereby grants to Mortgagor a revocable, non-exclusive license to collect and receive all Rents from the Mortgaged Property as they become due and payable, to apply the same to the payment of taxes, assessments, insurance premiums, operating expenses, maintenance costs, and other amounts required to be paid in connect

Section 2.03 — No Modification of Leases. Without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed), Mortgagor shall not: (a) cancel, terminate, surrender, or accept the surrender of any Lease affecting the Mortgaged Property (other than in the ordinary course of business upon the expiration of the stated term of such Lease); (b) amend, modify, suppleme

Section 2.04 — Tenant Notification. Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right (but not the obligation) to notify any and all tenants, licensees, and other occupants of the Mortgaged Property, by written notice, that the Leases and Rents have been assigned to Mortgagee and that all Rents are to be paid directly to Mortgagee or its designee at such address as

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF MORTGAGOR Mortgagor hereby represents and warrants to Mortgagee, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, as follows:

Section 3.01 — Title and Authority. (a) Mortgagor is the lawful fee simple owner of the Mortgaged Property (with respect to each Mortgagor Entity's respective parcels as identified in Exhibit A), free and clear of all liens, claims, charges, encumbrances, security interests, rights-of-way, easements, covenants, conditions, restrictions, and other title defects of any nature whatsoever, except for those liens and encu

Section 3.02 — No Conflicts. (a) The execution, delivery, and performance of this Mortgage by each Mortgagor Entity, and the consummation of the transactions contemplated hereby, do not and will not (i) violate, conflict with, or result in a breach of any provision of the certificate of organization, operating agreement, or other organizational documents of such Mortgagor Entity, (ii) violate, conflict with, or resul

Section 3.03 — First Lien Priority. (a) This Mortgage constitutes (or, upon the recording hereof in the offices of the applicable County Recorders, will constitute) a valid and enforceable first-priority mortgage lien on and security interest in the Mortgaged Property in favor of Mortgagee, as Collateral Agent, subject only to Permitted Liens (as defined in the Credit Agreement). (b) The existing mortgages, assignmen

Section 3.04 — Property Information. (a) The Mortgaged Property includes fourteen (14) grain elevator sites owned by GGS and the Headquarters Property owned by GAP, all located in the State of Iowa, with an aggregate appraised value of approximately Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000), which amount includes the appraised values of the GCI properties located in the State of Illinois that ar

Section 3.05 — Taxes and Assessments. All real property taxes, assessments, and governmental charges levied or assessed against the Mortgaged Property that are currently due and payable as of the date hereof have been paid in full, and there are no unpaid or delinquent real property taxes or assessments with respect to the Mortgaged Property as of the date hereof. Mortgagor is not aware of any pending or contemplated

Section 3.06 — No Prior Assignment. Mortgagor has not previously assigned, pledged, hypothecated, or otherwise encumbered the Rents or any interest therein, except for the existing assignment of rents in favor of Prairie National Bank, N.A. in connection with the Existing PNB Facility, which assignment is to be released and terminated upon payoff of the Existing PNB Facility on or prior to the closing date of the Cre

Section 3.07 — Environmental. (a) To the knowledge of Mortgagor, the Mortgaged Property is in compliance in all material respects with all applicable federal, state, and local environmental laws, rules, regulations, and ordinances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean

Section 3.08 — Insurance. The Mortgaged Property is insured under insurance policies that comply in all respects with the requirements of the Credit Agreement, placed through Redwood Insurance Group, Inc. (insurance broker), with Northstar Mutual Insurance Company as the primary crop and property insurer, and with such other carriers and underwriters as are necessary to satisfy the insurance requirements of the Credi

ARTICLE 4 COVENANTS OF MORTGAGOR Mortgagor hereby covenants and agrees with Mortgagee as follows:

Section 4.01 — Payment of Secured Obligations. Mortgagor shall promptly pay, perform, and discharge all Secured Obligations 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, indemnification obligations, and all other amounts owing thereunder, as and when due, whether at the stated maturity, u

Section 4.02 — Maintenance and Repair. (a) Mortgagor shall maintain, preserve, and keep the Mortgaged Property, including, without limitation, all grain elevators, grain storage facilities, grain bins, silos, drying equipment, conveyor systems, receiving and shipping facilities, the Headquarters Property, and all other Improvements and Fixtures, in good condition, working order, and repair (ordinary wear and tear exc

Section 4.03 — Insurance. (a) Mortgagor shall maintain insurance on the Mortgaged Property in such types, amounts, forms, and with such carriers as are required by the Credit Agreement and as are reasonably satisfactory to Mortgagee, including, without limitation: (i) Property and Casualty Insurance. "All risk" or "special form" property insurance covering the Mortgaged Property (including all Improvements and Fixtur

Section 4.04 — Taxes and Assessments. (a) Mortgagor shall pay and discharge, or cause to be paid and discharged, prior to delinquency, all real property taxes, general and special assessments, ground rents, water charges, sewer charges, and all other charges, levies, and impositions of any kind or nature levied, assessed, charged, or imposed by any governmental authority against the Mortgaged Property or any part the

Section 4.05 — Compliance with Laws. Mortgagor shall comply in all material respects with all applicable federal, state, county, municipal, and other governmental laws, statutes, rules, regulations, ordinances, codes, standards, orders, and requirements (collectively, "Applicable Laws"), including, without limitation, Environmental Laws, zoning laws, building codes, land use regulations, Iowa grain warehouse and elev

Section 4.06 — Defense of Title. Mortgagor shall forever warrant and defend the title to the Mortgaged Property, the lien and security interest of this Mortgage, and the validity, enforceability, and priority of this Mortgage and the assignment of Leases and Rents herein, against all claims and demands of all persons whomsoever claiming by, through, or under Mortgagor, at Mortgagor's sole cost and expense.

Section 4.07 — No Liens. Mortgagor shall not create, incur, assume, or suffer to exist any lien, mortgage, deed of trust, security interest, pledge, charge, encumbrance, easement, covenant, condition, restriction, or other title defect on or with respect to the Mortgaged Property or any part thereof, or the Rents or any part thereof, other than Permitted Liens (as defined in the Credit Agreement). Mortgagor shall pro

Section 4.08 — No Transfer or Encumbrance. Mortgagor shall not, directly or indirectly, sell, transfer, assign, convey, lease (other than Leases entered into in the ordinary course of business and in compliance with Section 2.03 hereof), exchange, encumber, hypothecate, pledge, or otherwise dispose of all or any part of the Mortgaged Property, or any legal or beneficial interest therein, without the prior written con

Section 4.09 — Alterations and Improvements. Mortgagor shall not make or permit any material structural alteration, demolition, removal, or new construction on or to the Mortgaged Property without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, however, that Mortgagor may, without the consent of Mortgagee, perform routine maintenance, non-s

Section 4.10 — Environmental Covenants. (a) Mortgagor shall not cause or permit the release, emission, discharge, storage, treatment, generation, handling, transportation, or disposal of any Hazardous Materials on, in, under, about, to, or from the Mortgaged Property in violation of any applicable Environmental Law, or in any manner that could reasonably be expected to give rise to any material liability or obligatio

Section 4.11 — Condemnation. (a) Mortgagor shall promptly notify Mortgagee in writing of any actual or threatened condemnation, eminent domain, or similar proceeding affecting all or any part of the Mortgaged Property, or any negotiations or proceedings in lieu of condemnation. (b) Mortgagee shall have the right to participate in any such condemnation proceeding and to approve any settlement or compromise thereof. Mo

Section 4.12 — Estoppel Certificates. Within fifteen (15) days after Mortgagee's written request therefor, Mortgagor shall deliver to Mortgagee a written estoppel certificate, duly executed by an authorized officer or manager of Mortgagor, certifying (a) whether any Event of Default, or any event or condition that with the giving of notice or lapse of time or both would constitute an Event of Default, has occurred an

Section 4.13 — Further Assurances. Mortgagor shall, at its sole cost and expense, promptly execute and deliver to Mortgagee, or cause to be executed and delivered, such further instruments, agreements, certificates, documents, and assurances, and take such further actions, as Mortgagee may from time to time reasonably request in order to (a) carry out the intent and purposes of this Mortgage and the other Loan Docume

ARTICLE 5 CASUALTY AND CONDEMNATION

Section 5.01 — Casualty. (a) In the event of any damage to or destruction of all or any part of the Mortgaged Property by fire, flood, windstorm, explosion, or any other casualty, Mortgagor shall promptly (and in any event within five (5) business days after the occurrence thereof) give written notice to Mortgagee describing the nature and extent of such damage or destruction, and shall thereafter promptly furnish to

Section 5.02 — Condemnation. (a) All awards, compensation, settlements, damages, and other payments (and the right to receive the same) arising from or in connection with any condemnation, eminent domain, or other governmental or quasi-governmental taking of, or damage to, all or any part of the Mortgaged Property are hereby absolutely assigned to and shall be paid to Mortgagee. Mortgagor hereby irrevocably authorize

ARTICLE 6 EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default. An "Event of Default" under this Mortgage shall exist upon the occurrence of any Event of Default under and as defined in the Credit Agreement (the definition of which is hereby incorporated by reference as if set forth herein in its entirety), including, without limitation, the occurrence of any of the following: (a) failure of the Borrower or any Guarantor to pay any principal of a

Section 6.02 — Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, exercise any or all of the following rights and remedies, in any combination and in any order, without notice or demand (except as expressly required by Applicable Law): (a) Foreclosure. Mortgagee may institute an action to foreclose this Mortgage by judicial proceeding in accorda

Section 6.03 — Application of Proceeds. The net proceeds realized from any foreclosure sale, exercise of power of sale, or other realization upon or enforcement of any of the Mortgaged Property, after deduction of all costs and expenses of such sale or realization (including, without limitation, court costs, receiver's fees, and reasonable attorneys' fees and disbursements), shall be applied in the following order of