1020-00001 · Client 1020 · Transaction Documents/Ancillary Agreements

mortgage-form-illinois.docx DOCUMENT M&A / Corporate

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RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO:

Heartland Commerce Bank, National Association as Collateral Agent 200 South Wacker Drive, 40th Floor Chicago, Illinois 60606

Attention: Allison Kuo, Vice President, ABL Structuring

This instrument was prepared by Calderwood & Harkness LLP, 150 North Michigan Avenue, Suite 3600, Chicago, Illinois 60601

STATE OF ILLINOIS COUNTY OF McLEAN (and other applicable Illinois counties)

PIN/Parcel Identification Number(s): [To be inserted — reference to Real Property Collateral Schedule for parcel identification numbers]

DOCUMENTARY STAMPS / TRANSFER TAX EXEMPTION NOTICE: This instrument secures an obligation and is exempt from the Illinois real estate transfer tax pursuant to 35 ILCS 200/31-45(b). No transfer tax is due.

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

Form for Illinois Properties

November 4, 2022

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of November 4, 2022, by and between:

GREENFIELD CROP INPUTS INC., an Illinois corporation, with its principal place of business at 780 Commerce Drive, Bloomington, Illinois 61701 (EIN: 37-6182049; Illinois Secretary of State File No.: 08294731) (hereinafter referred to as "Mortgagor" or "GCI"),

and

HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, with its principal office at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606, acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement referenced below) (hereinafter referred to as "Mortgagee" or "Collateral Agent").

RECITALS

WHEREAS:

A. Greenfield Agricultural Partners LLC, an Iowa limited liability company ("Borrower" or "GAP"), with its headquarters at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, has entered into that certain Credit Agreement dated as of [_], 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower; the Guarantors party thereto (including, without limitation, Mortgagor, Greenfield Holdings Corp., a Delaware corporation, and Greenfield Grain Storage LLC, an Iowa limited liability company); the Lenders party thereto, consisting of Heartland Commerce Bank, National Association, with a commitment of Forty Million Dollars ($40,000,000), Meridian Agricultural Credit Corporation, with a commitment of Twenty-Five Million Dollars ($25,000,000), and Tallgrass Capital Fund II, LP, with a commitment of Fifteen Million Dollars ($15,000,000), for total aggregate commitments of Eighty Million Dollars ($80,000,000); and Heartland Commerce Bank, National Association, in its capacities as Administrative Agent and Collateral Agent;

B. The Credit Agreement provides for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000) (the "ABL Facility"), the proceeds of which are to be used for working capital, general corporate purposes, and other purposes permitted under the Credit Agreement;

C. Mortgagor has executed and delivered a Guaranty Agreement dated as of [_], 2022 (the "Guaranty"), pursuant to which Mortgagor has jointly and severally guaranteed all Obligations of the Borrower under the Credit Agreement and the other Loan Documents, and has agreed to pay and perform all such Obligations upon the terms and conditions set forth therein;

D. Mortgagor has executed and delivered a Security Agreement dated as of [_], 2022 (the "Security Agreement"), pursuant to which Mortgagor has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property of Mortgagor, as more particularly described therein;

E. As a condition precedent to the effectiveness of the Credit Agreement and the extension of credit thereunder, the Borrower and the Guarantors are required to cause Mortgagor to execute and deliver this Mortgage to secure the Secured Obligations (as defined herein) by granting a first-priority mortgage lien on and security interest in the Mortgaged Property (as defined herein); and

F. Mortgagor is the fee simple owner of the real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"), located in McLean County, Illinois, including the distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701, and such other applicable Illinois properties as are described on Exhibit A, and Mortgagor desires to execute and deliver this Mortgage to satisfy its obligations under the Credit Agreement and the other Loan Documents.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Mortgagor hereby agrees as follows:

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ARTICLE I — DEFINITIONS

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, Iowa 50309, together with its successors and permitted assigns.

"Collateral Agent" or "Mortgagee" means Heartland Commerce Bank, National Association, a national banking association, in its capacity as Collateral Agent under the Credit Agreement, for the benefit of the Secured Parties, together with its successors and assigns in such capacity.

"Credit Agreement" means the Credit Agreement dated as of [_], 2022, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent, as the same may be amended, restated, amended and restated, supplemented, extended, renewed, replaced, refinanced, or otherwise modified from time to time (including any increase in the principal amount or any addition of new facilities thereunder).

"Event of Default" has the meaning ascribed to such term in the Credit Agreement.

"Fixtures" means all equipment, machinery, apparatus, and other items of personal property now owned or hereafter acquired by Mortgagor that are now or hereafter attached to, incorporated into, or used in connection with the Mortgaged Property and that are or become fixtures under Illinois law, including without limitation under Section 11 of the Illinois Conveyances Act (765 ILCS 5/11). Without limiting the generality of the foregoing, the term "Fixtures" includes all HVAC systems, electrical systems, plumbing systems, fire suppression and alarm systems, elevators, escalators, generators, grain handling conveyors, blending and mixing equipment, storage tanks, scales, weigh bridges, loading dock equipment, telecommunications equipment, security systems, and all replacements, additions, and accessions thereto.

"Improvements" means all buildings, structures, grain storage and distribution facilities, loading docks, utility systems (including water, sewer, gas, electric, and telecommunications), paving, fencing, signage, landscaping, and all other improvements of every kind and nature now or hereafter erected, constructed, placed, or situated on the Land, including, without limitation, the distribution center and all related infrastructure located at 780 Commerce Drive, Bloomington, Illinois 61701, together with all additions, alterations, replacements, and substitutions therefor or thereto.

"Land" means the real property described in Exhibit A attached hereto and incorporated herein by this reference, together with all of Mortgagor's right, title, and interest in and to all strips, gores, and vacated alleys and streets adjoining or abutting such real property.

"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, and all other agreements (whether written or oral) now existing or hereafter entered into by Mortgagor (or any predecessor in interest to Mortgagor) affecting or relating to the use, occupancy, or possession of all or any portion of the Mortgaged Property, together with all amendments, modifications, extensions, renewals, guaranties, and other agreements relating thereto, and all security deposits, prepaid rents, and other amounts deposited thereunder.

"Lenders" means, collectively, (a) Heartland Commerce Bank, National Association, with a commitment of Forty Million Dollars ($40,000,000), (b) Meridian Agricultural Credit Corporation, with a commitment of Twenty-Five Million Dollars ($25,000,000), and (c) Tallgrass Capital Fund II, LP, with a commitment of Fifteen Million Dollars ($15,000,000), together with their respective successors and assigns and any additional lenders or financial institutions that may become parties to the Credit Agreement from time to time.

"Loan Documents" means, collectively, the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, this Mortgage, each Deposit Account Control Agreement, each Assignment of Insurance, each Subordination Agreement, and all other agreements, instruments, certificates, and documents executed and delivered by any Loan Party in connection with the Credit Agreement and the transactions contemplated thereby, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Rents, the Leases, and all other property, rights, titles, interests, estates, powers, privileges, tenements, hereditaments, and appurtenances encumbered by and subjected to the lien and security interest of this Mortgage, as more particularly described in Article II hereof.

"Permitted Encumbrances" has the meaning set forth in Section 2.02 of this Mortgage.

"Rents" means all rents, revenues, income, proceeds, profits, security deposits, royalties, issues, and all other benefits of every kind and nature now due or hereafter becoming due and derived from or arising out of the ownership, use, occupancy, operation, leasing, or other disposition of all or any portion of the Mortgaged Property, including, without limitation, all amounts payable under any Lease, all proceeds from the cancellation or termination of any Lease, minimum rents, additional rents, percentage rents, tax and insurance contributions, common area maintenance charges, deficiency rents, liquidated damages following default under any Lease, and all proceeds of any of the foregoing.

"Secured Obligations" means all Obligations (as defined in the Credit Agreement) of the Borrower, Mortgagor, and each other Loan Party under the Credit Agreement, the Guaranty, and each other Loan Document, whether now existing or hereafter arising, including, without limitation, all principal, interest (including interest accruing after the commencement of any bankruptcy, insolvency, or similar proceeding, whether or not allowed as a claim in such proceeding), fees (including the $400,000 upfront fee, $75,000 annual agent fee, and unused line fees), costs, charges, expenses, indemnification obligations, reimbursement obligations (including with respect to letters of credit), and all other amounts payable by the Borrower, Mortgagor, or any other Loan Party under the Loan Documents.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and each Lender, together with their respective successors and assigns.

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 procedures, in which case the definitions and terms used herein shall control to the extent necessary to comply with applicable Illinois law.

(b) References herein to Illinois law shall mean and include the Illinois Compiled Statutes (ILCS) and all applicable case law of the courts of the State of Illinois and the federal courts sitting in the State of Illinois, as the same may be in effect from time to time.

(c) Terms used herein that are defined in the Illinois Uniform Commercial Code (810 ILCS 5/, the "UCC") and not otherwise defined herein or in the Credit Agreement shall have the meanings ascribed to such terms in the UCC.

(d) References herein to any Section, Article, Exhibit, or Schedule shall mean and refer to the specified Section or Article of, or Exhibit or Schedule to, this Mortgage, unless otherwise expressly stated.

(e) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Mortgage as a whole and not to any particular provision hereof.

(f) The word "including" and words of similar import shall mean "including, without limitation."

(g) References to any Person shall include such Person's successors and permitted assigns.

(h) References to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time to the extent permitted by the terms thereof and by the terms of the Credit Agreement.

(i) The singular shall include the plural and vice versa, and references to any gender shall include all genders.

ARTICLE II — GRANTING CLAUSES

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, and sets over to Mortgagee, as Collateral Agent for the benefit of the Secured Parties, and hereby grants to Mortgagee a first-priority mortgage lien on and security interest in, all of Mortgagor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired (collectively, the "Mortgaged Property"):

(a) The Land. All of Mortgagor's right, title, and interest in and to those certain parcels and tracts of real property more particularly described in Exhibit A attached hereto and made a part hereof, situated in the County of McLean, State of Illinois, including, without limitation, the distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701 (with specific parcel identification numbers to be inserted per the Real Property Collateral Schedule prepared by Calderwood & Harkness LLP, as last updated November 2022), together with all strips, gores, and vacated alleys and streets adjoining or abutting the same and all right, title, and interest of Mortgagor in and to any land lying within the bed of any public or private street, road, or alley, open or proposed, adjoining the same to the center line thereof.

(b) The Improvements. All buildings, structures, distribution center facilities, grain handling and storage infrastructure, loading docks, warehouses, offices, utility systems (including water, sewer, gas, electric, and telecommunications systems and connections), paving, parking areas, sidewalks, driveways, curbing, fencing, retaining walls, signage, landscaping, and all other improvements of every kind and nature now or hereafter erected, constructed, placed, or situated on the Land, together with all additions, alterations, betterments, replacements, and substitutions therefor or thereto.

(c) Fixtures. All fixtures, machinery, equipment, apparatus, and other items of personal property now owned or hereafter acquired by Mortgagor that are now or hereafter attached to, incorporated into, or used in connection with the Land and Improvements and that are or become fixtures under the laws of the State of Illinois, including, without limitation, all HVAC systems, heating systems, cooling systems, electrical systems, plumbing systems, fire suppression and alarm systems, sprinkler systems, elevators, generators (including backup generators), grain handling conveyors, blending and mixing equipment, storage tanks, weigh scales and weigh bridges, loading dock equipment and levelers, telecommunications systems, security and surveillance systems, and all replacements, additions, and accessions thereto. The parties intend that this Mortgage constitute a fixture filing under the Illinois UCC, as more particularly set forth in Article V hereof.

(d) Easements, Rights, and Appurtenances. All easements, rights-of-way, strips, gores, water rights, water courses, water stock, water storage rights, sewer rights, sewer connections, drainage rights, rail spur access rights, railroad trackage rights, utility rights, and all other rights, liberties, privileges, tenements, hereditaments, and appurtenances belonging to, running with, or in anywise appertaining to the Land, or any part thereof, or that hereafter shall in any way belong, relate, or be appurtenant thereto, and all reversions, remainders, and other interests of Mortgagor in or to any of the foregoing.

(e) Leases and Rents. All Leases and Rents, whether now existing or hereafter arising, subject to the provisions of Article IV hereof regarding the absolute assignment of Leases and Rents.

(f) Awards and Proceeds. All awards, damages, and compensation heretofore made or hereafter to be made by any governmental authority to the present or any future owner of the Mortgaged Property (or any portion thereof) resulting from or pertaining to any condemnation, eminent domain proceeding, or change of grade of any street, road, highway, or alley affecting the Mortgaged Property or any portion thereof, including, without limitation, any award for consequential damages, severance damages, and any award for a temporary taking.

(g) Insurance Proceeds. All proceeds of any and all insurance policies and self-insurance arrangements now or hereafter covering the Mortgaged Property or any portion thereof, including all claims and demands with respect thereto. Without limiting the generality of the foregoing, all proceeds of property/casualty insurance, business interruption insurance, builder's risk insurance, and environmental liability insurance are included herein. Insurance on the Mortgaged Property is currently placed through Redwood Insurance Group, Inc., with Northstar Mutual Insurance Company as the primary property/casualty carrier, all as more particularly described in the Assignment of Insurance delivered as a separate Loan Document in connection with the Credit Agreement.

(h) After-Acquired Property. All right, title, and interest of Mortgagor in and to any and all property, whether real, personal, or mixed, that hereafter becomes a part of, is placed upon, is affixed to, or is used in connection with the Mortgaged Property, or any part thereof.

(i) Proceeds. All proceeds (as defined in the UCC) of the conversion, whether voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, all proceeds of any sale, exchange, collection, or other disposition of any of the Mortgaged Property and all proceeds of proceeds.

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 respect thereto are maintained on the books of Mortgagor in conformity with GAAP;

(b) Mechanics' liens, materialmen's liens, carriers' liens, and other similar statutory liens arising in the ordinary course of business that are not yet delinquent or that are being contested in good faith by appropriate proceedings diligently conducted, provided that adequate reserves with respect thereto are maintained on the books of Mortgagor in conformity with GAAP;

(c) Easements, restrictions, covenants, conditions, reservations, and other encumbrances of record as of the date hereof that do not, individually or in the aggregate, materially impair the use, value, or marketability of the Mortgaged Property for its intended purposes, all as set forth on Exhibit B attached hereto;

(d) All applicable zoning, building, environmental, and other land use laws, regulations, and ordinances of any governmental authority having jurisdiction over the Mortgaged Property;

(e) Such other encumbrances, liens, and exceptions as are specifically permitted under the Credit Agreement, including those set forth in the definition of "Permitted Liens" therein; and

(f) Such other matters as may be approved in writing by Mortgagee.

For the avoidance of doubt, the existing mortgage lien of Prairie National Bank, N.A. recorded in McLean County, Illinois, securing the $55,000,000 Revolving Credit Agreement dated April 1, 2018 (as amended), shall be released and satisfied at or prior to the closing of the ABL Facility and shall not constitute a Permitted Encumbrance hereunder following such release.

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 extend credit under the Credit Agreement have been permanently terminated, at which time this Mortgage and the lien and security interest created hereby shall become null and void and of no further force or effect, and Mortgagee shall promptly execute and deliver to Mortgagor such instruments of release, satisfaction, and discharge as may be necessary to evidence the termination of this Mortgage, all as more particularly set forth in Section 7.05 hereof.

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 interest (including default interest and interest accruing after the commencement of any bankruptcy, insolvency, receivership, or similar proceeding, whether or not such interest constitutes an allowed claim in such proceeding) on the foregoing;

(c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, the Four Hundred Thousand Dollar ($400,000) upfront fee, the Seventy-Five Thousand Dollar ($75,000) annual agent fee, and all unused line fees, letter of credit fees, and commitment fees;

(d) all costs, charges, and expenses (including attorneys' fees and disbursements) incurred by or on behalf of the Secured Parties in connection with the Loan Documents;

(e) all indemnification obligations of the Borrower, Mortgagor, and the other Loan Parties under the Credit Agreement and the other Loan Documents;

(f) all reimbursement obligations with respect to letters of credit issued under the Credit Agreement; and

(g) all other amounts payable by the Borrower, Mortgagor, or any other Loan Party under the Credit Agreement or any other Loan Document, whether now existing or hereafter arising, and whether or not currently contemplated by the parties hereto.

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. 08294731). Mortgagor is duly qualified and authorized to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

(c) Mortgagor has full corporate power and authority to execute, deliver, and perform its obligations under this Mortgage and to grant the mortgage lien and security interest created herein. The execution, delivery, and performance of this Mortgage by Mortgagor have been duly authorized by all necessary corporate action on the part of Mortgagor, including, without limitation, all necessary approvals of its board of directors and shareholders, if applicable, and no further corporate action is required in connection therewith.

(d) This Mortgage has been duly executed and delivered by Mortgagor and constitutes the legal, valid, and binding obligation of Mortgagor, enforceable against Mortgagor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

(e) The mortgage lien and security interest created by this Mortgage, when this Mortgage is duly recorded in the applicable county recorder's offices and all applicable filing fees are paid, will constitute a valid and enforceable first-priority mortgage lien on and security interest in the Mortgaged Property (subject only to Permitted Encumbrances).

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, writ, injunction, judgment, or decree of any court or governmental authority applicable to Mortgagor or the Mortgaged Property; (c) do not and will not result in a breach of, or constitute a default or an event of default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default or an event of default) under, any contract, agreement, indenture, mortgage, deed of trust, or other instrument to which Mortgagor is a party or by which Mortgagor or any of its properties may be bound; and (d) will not result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon the Mortgaged Property, other than the mortgage lien and security interest created by this Mortgage and the Permitted Encumbrances.

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, foreseen or unforeseen.

(b) Mortgagor shall not commit, suffer, or permit any waste, impairment, deterioration, or damage to the Mortgaged Property or any part thereof, and shall not remove, demolish, or structurally alter any Improvement without the prior written consent of Mortgagee, except as expressly permitted by the Credit Agreement or Section 3.11 hereof.

(c) Mortgagor shall comply with all applicable federal, state, and local laws, statutes, regulations, rules, ordinances, codes (including building codes, fire codes, and health and safety codes), orders, permits, licenses, and other governmental requirements affecting the Mortgaged Property or any part thereof, including, without limitation, all environmental laws, zoning laws, and the Americans with Disabilities Act. Mortgagor shall promptly notify Mortgagee of any material violation or alleged material violation of any such law or requirement affecting the Mortgaged Property.

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, hail, tornado, flood (if the Mortgaged Property is located in a Special Flood Hazard Area as designated by FEMA), earthquake, and such other risks and hazards as are customarily insured against with respect to similar properties in the same geographic area, in amounts not less than the full replacement cost of the Improvements (without deduction for depreciation);

(ii) Commercial general liability insurance with limits of not less than those specified in the Credit Agreement, covering claims for personal injury, bodily injury, death, and property damage occurring upon, in, or about the Mortgaged Property;

(iii) Business interruption or loss of rental income insurance in such amounts and for such periods as are required by the Credit Agreement;

(iv) Workers' compensation insurance as required by applicable Illinois law;

(v) Such other insurance as may be required by the Credit Agreement or as Mortgagee may reasonably require from time to time.

(b) All insurance policies required hereunder shall (i) name Mortgagee (or its designee) as loss payee and additional insured pursuant to a standard mortgagee clause (non-contributory) in form and substance acceptable to Mortgagee, (ii) contain a provision requiring at least thirty (30) days' prior written notice to Mortgagee before cancellation, non-renewal, or material modification of coverage (or ten (10) days' notice in the case of non-payment of premium), and (iii) provide that the interests of Mortgagee shall not be invalidated by any act or neglect of Mortgagor or any other person.

(c) Insurance on the Mortgaged Property is currently placed through Redwood Insurance Group, Inc., with Northstar Mutual Insurance Company serving as the primary property/casualty carrier. Mortgagor shall deliver to Mortgagee evidence of all required insurance coverage, including certificates of insurance and copies of policies, promptly upon request and at each renewal thereof.

(d) Reference is hereby made to the Assignment of Insurance delivered by Mortgagor as a separate Loan Document in connection with the Credit Agreement, which Assignment of Insurance is incorporated herein by reference to the extent applicable.

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 Property or any part thereof, or upon the revenues, rents, issues, income, or profits of the Mortgaged Property.

(b) Mortgagor shall deliver to Mortgagee, promptly upon request, receipts or other evidence satisfactory to Mortgagee of the payment of all such taxes, assessments, and charges.

(c) Mortgagor shall have the right to contest in good faith the validity or amount of any such tax, assessment, or charge by appropriate proceedings diligently conducted, provided that (i) Mortgagor has given Mortgagee prior written notice of such contest, (ii) no lien foreclosure sale or forfeiture of the Mortgaged Property or any part thereof is imminent, (iii) adequate reserves with respect to the contested amounts are maintained on the books of Mortgagor in conformity with GAAP, and (iv) such contest does not jeopardize the priority of the lien of this Mortgage.

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 Property or any part thereof, including, without limitation, all zoning, environmental, building, health, and safety laws and regulations. Mortgagor shall not use or permit the use of the Mortgaged Property for any purpose that would violate any applicable law, regulation, or ordinance, or that would constitute a public or private nuisance.

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 under the Credit Agreement, including those set forth in the definition of "Permitted Liens" therein. Mortgagor shall promptly discharge or cause to be discharged any lien, claim, or encumbrance on the Mortgaged Property that is not a Permitted Encumbrance or otherwise permitted under the Credit Agreement.

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 interest therein, whether voluntarily or involuntarily, by operation of law or otherwise, other than (a) dispositions expressly permitted under the Credit Agreement (including those constituting "Permitted Dispositions" as defined therein), and (b) Leases entered into in the ordinary course of business and in compliance with the terms of the Credit Agreement and Article IV hereof. Any purported transfer in violation of this Section 3.09 shall be void and of no force or effect and shall constitute an Event of Default hereunder.

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 about the Mortgaged Property in violation of applicable Environmental Laws, except for Hazardous Materials that are used, stored, handled, and disposed of in the ordinary course of Mortgagor's crop-input distribution operations (including, without limitation, fertilizer, herbicides, pesticides, fungicides, and other crop protection chemicals) in compliance with all applicable Environmental Laws, permits, licenses, and authorizations;

(iii) Mortgagor has not received any notice of, and there is no pending or threatened environmental claim, action, suit, proceeding, investigation, or inquiry by any governmental authority or other Person with respect to the Mortgaged Property;

(iv) No underground storage tanks are located on the Mortgaged Property, other than those that have been properly registered and are in compliance with all applicable Environmental Laws;

(v) Mortgagor has obtained and maintains in full force and effect all environmental permits, licenses, and authorizations required for the operation of its business on the Mortgaged Property; and

(vi) No environmental lien has been imposed on the Mortgaged Property by any governmental authority.

(b) Covenants. Mortgagor covenants and agrees that:

(i) Mortgagor shall not cause, permit, or suffer any release, discharge, emission, or disposal of any Hazardous Materials on, under, at, or from the Mortgaged Property in violation of applicable Environmental Laws;

(ii) Mortgagor shall at all times comply with all applicable Environmental Laws in connection with its use, ownership, and operation of the Mortgaged Property;

(iii) Mortgagor shall promptly notify Mortgagee in writing of (A) the discovery of any Hazardous Materials on the Mortgaged Property (other than those used in the ordinary course of business as described above), (B) any release or threatened release of Hazardous Materials on, from, or affecting the Mortgaged Property, (C) any pending or threatened environmental claim, action, suit, proceeding, or investigation affecting the Mortgaged Property, and (D) any change in the environmental condition of the Mortgaged Property that could reasonably be expected to have a Material Adverse Effect; and

(iv) Mortgagor shall, at its sole cost and expense, promptly remediate any contamination of the Mortgaged Property by Hazardous Materials to the extent required by applicable Environmental Laws.

(c) Environmental Indemnification. Mortgagor shall indemnify, defend (with counsel reasonably acceptable to Mortgagee), and hold harmless Mortgagee, the Administrative Agent, each Lender, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees and disbursements and consultants' fees) arising out of or in any way relating to (i) the presence, release, or threatened release of any Hazardous Materials on, under, at, from, or affecting the Mortgaged Property, (ii) any violation of Environmental Laws relating to the Mortgaged Property, or (iii) any environmental claim relating to the Mortgaged Property, in each case regardless of whether such losses, claims, damages, liabilities, penalties, fines, costs, or expenses are incurred before or after foreclosure or other transfer of the Mortgaged Property. This environmental indemnification shall survive the repayment of the Secured Obligations and the release or discharge of this Mortgage.

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 aggregate cost thereof does not exceed the capital expenditure limitations set forth in the Credit Agreement (currently Eight Million Dollars ($8,000,000) per fiscal year, with fifty percent (50%) carryforward of unused amounts to the succeeding fiscal year, capped at Twelve Million Dollars ($12,000,000) in any fiscal year), and provided further that all such alterations and improvements are made in compliance with applicable laws, codes, and regulations. All alterations, additions, and improvements to the Mortgaged Property shall, upon installation, become part of the Mortgaged Property and subject to the lien and security interest of this Mortgage.

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, any condemnation, eminent domain, or similar proceeding affecting the Mortgaged Property. Mortgagor hereby assigns to Mortgagee all awards, damages, compensation, and proceeds of every kind arising from or relating to any condemnation, eminent domain, or change-of-grade proceeding affecting the Mortgaged Property or any part thereof.

(c) All condemnation awards and proceeds shall be collected by Mortgagee and applied in accordance with the terms and conditions of the Credit Agreement. To the extent not otherwise provided in the Credit Agreement, such awards and proceeds shall be applied, at Mortgagee's election, either to the restoration of the Mortgaged Property or to the repayment of the Secured Obligations.

(d) Mortgagor shall not, without the prior written consent of Mortgagee, settle, compromise, or consent to any condemnation, eminent domain, or similar proceeding or to any taking or change of grade affecting the Mortgaged Property.

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 security interest of this Mortgage any property intended to be covered hereby, (c) perfect, protect, and preserve the lien and security interest created by this Mortgage, and (d) better assure, convey, assign, transfer, and confirm unto Mortgagee the rights and interests granted or intended to be granted to Mortgagee by this Mortgage. Without limiting the generality of the foregoing, Mortgagor shall execute and deliver such additional mortgages, amendments, modifications, or supplements to this Mortgage, financing statements, continuation statements, and other instruments as Mortgagee may reasonably request from time to time.

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 security deposits, prepaid rents, guaranties of Leases, and all other amounts and rights arising under or in connection with the Leases.

(b) This assignment is intended to be, and shall be construed as, a present, absolute assignment of the Leases and Rents, and not merely an assignment for security purposes, to the maximum extent permitted under applicable Illinois law, including, without limitation, the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 et seq.) and the provisions of 765 ILCS 5/31 et seq. relating to the assignment of rents. To the extent that this assignment is deemed to be an assignment for security purposes, Mortgagor hereby grants to Mortgagee a first-priority security interest in all Leases and Rents as additional security for the Secured Obligations.

(c) Mortgagor represents and warrants that Mortgagor has not previously assigned, transferred, pledged, hypothecated, or otherwise encumbered any of the Leases or Rents to any Person other than Mortgagee and that no such Leases or Rents are subject to any prior assignment, pledge, or encumbrance, other than the Permitted Encumbrances.

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 the other Loan Documents.

(b) Upon the occurrence and during the continuance of any Event of Default, the license granted in Section 4.02(a) shall automatically and immediately terminate and be revoked without the requirement of any notice from Mortgagee to Mortgagor or any other Person, and Mortgagee shall thereupon be entitled to collect, receive, and apply all Rents directly from tenants and other obligors under the Leases. Mortgagor hereby irrevocably authorizes and directs each tenant and other obligor under any Lease to pay all Rents directly to Mortgagee upon receipt of written notice from Mortgagee that an Event of Default has occurred and is continuing, and each such tenant and obligor shall be entitled to rely on such notice without any obligation to inquire as to the occurrence or existence of such Event of Default.

(c) The collection of Rents by Mortgagee pursuant to this Section 4.02 shall not cure or waive any Event of Default or waive, modify, or affect any notice of default or any demand for payment that has been given or any foreclosure or other proceedings that have been commenced, and shall not constitute an election of remedies.

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 consent not to be unreasonably withheld, conditioned, or delayed with respect to Leases entered into in the ordinary course of business that do not exceed a materiality threshold of Five Hundred Thousand Dollars ($500,000) in annual rent or a term of five (5) years): (i) enter into any new Lease; (ii) modify, amend, extend, or renew any existing Lease in any material respect; (iii) terminate or accept a surrender of any Lease; (iv) consent to any assignment or subletting under any Lease; or (v) waive or release any material right or obligation under any Lease.

(c) Mortgagor shall enforce all of the terms, covenants, and conditions contained in the Leases on the part of the tenants thereunder to be observed and performed, including, without limitation, the collection of all Rents and other amounts due thereunder.

(d) Mortgagor shall deliver to Mortgagee, promptly upon request, true, correct, and complete copies of all Leases and any amendments, modifications, or supplements thereto.

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 each tenant to execute and deliver an SNDA Agreement upon request by Mortgagee. The election by Mortgagee not to require an SNDA Agreement from any particular tenant shall not constitute a waiver of Mortgagee's right to require such an agreement at a later date.

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 security for the prompt and complete payment and performance of the Secured Obligations. This security interest is in addition to, and not in limitation of, the mortgage lien created by this Mortgage and the security interests granted under the Security Agreement.

This Mortgage shall constitute and serve as a financing statement filed as a fixture filing with respect to all Fixtures and other goods that are or may become fixtures on the Land, pursuant to Section 9-502(c) of the Illinois Uniform Commercial Code (810 ILCS 5/9-502(c)). This Mortgage is to be filed for record in the real property records of McLean County, Illinois (and in such other Illinois county recording offices as may be applicable), and shall also serve as a financing statement filed as a fixture filing in such real property records.

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

Debtor's Organizational Identification Number: Illinois Secretary of State File No. 08294731

Name of Secured Party: Heartland Commerce Bank, National Association, as Collateral Agent

Secured Party's Mailing Address: 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606

Description of Real Property to Which Fixtures Relate: See Exhibit A attached hereto.

Description of Collateral: All goods, equipment, machinery, apparatus, and other items of personal property now owned or hereafter acquired by Debtor that are now or hereafter attached to, incorporated into, or used in connection with the real property described in Exhibit A attached hereto and that are or may become fixtures on such real property, including, without limitation, all items described in Section 2.01(c) of this Mortgage, together with all replacements, substitutions, additions, and accessions thereto and all proceeds thereof.

This Mortgage covers goods that are or may become fixtures on the Land described in Exhibit A. Mortgagor is the record owner of the Land. This filing is to be indexed in the real property records.

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 part of the Mortgaged Property, including, without limitation, the right to take possession of such property, the right to dispose of such property in a commercially reasonable manner (by public or private sale), and the right to collect and receive all proceeds thereof. Mortgagee may exercise its rights and remedies under this Article V separately from, concurrently with, or in addition to its rights and remedies under the other provisions of this Mortgage, at law, or in equity. All rights and remedies of Mortgagee under the Illinois UCC shall be cumulative and not exclusive.

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 maturity thereof, upon acceleration, upon demand, or otherwise, subject to any applicable grace or cure period expressly provided in the Credit Agreement;

(c) Breach of Representation, Warranty, or Covenant. Any representation, warranty, or certification made by Mortgagor in this Mortgage or in any certificate, document, or instrument delivered pursuant hereto shall prove to be false, incorrect, or misleading in any material respect as of the date made or deemed made, or any breach by Mortgagor of any covenant or agreement contained in this Mortgage, in either case that is not cured within any applicable grace or cure period expressly provided in the Credit Agreement or, if no such period is specified therein, within thirty (30) days after written notice thereof from Mortgagee to Mortgagor (provided that no such cure period shall apply with respect to any breach of the covenants set forth in Sections 3.08, 3.09, or 3.10(b)(i) hereof);

(d) Mechanics' or Other Involuntary Liens. The filing of any mechanics' lien, materialmen's lien, judgment lien, or other involuntary lien against the Mortgaged Property or any part thereof that is not discharged, bonded over, or otherwise removed to the satisfaction of Mortgagee within thirty (30) days after the date of filing thereof; and

(e) Condemnation. The commencement of any condemnation, eminent domain, or similar proceeding resulting in the actual or proposed taking of a material portion of the Mortgaged Property.

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 Agreement):

(a) Acceleration. Declare all Secured Obligations immediately due and payable in full, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived by Mortgagor to the fullest extent permitted by applicable law (to the extent not already accelerated under the Credit Agreement). Upon such acceleration, all Secured Obligations shall become immediately due and payable in full.

(b) Foreclosure. Foreclose the lien of this Mortgage by judicial foreclosure proceedings in accordance with the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 et seq.), and in connection therewith, Mortgagee shall be entitled to exercise all rights, powers, and remedies available to a mortgagee under said statute, including, without limitation, the right to obtain a judgment of foreclosure and order of sale, and to have the Mortgaged Property sold at public sale in accordance with applicable law. Mortgagee (and any Secured Party) may be a purchaser at any such foreclosure sale. Mortgagor hereby waives any right of redemption to the fullest extent permitted by Illinois law.

(c) Receiver. Apply to a court of competent jurisdiction for the appointment of a receiver for the Mortgaged Property and the Rents, with such powers as the court may authorize, including, without limitation, the power to manage, operate, maintain, and lease the Mortgaged Property and to collect the Rents therefrom, and Mortgagee shall be entitled to the appointment of such receiver as a matter of right, without regard to the adequacy of the security for the Secured Obligations, without regard to the solvency of Mortgagor or of any other Person liable for the payment of the Secured Obligations, and without the necessity of posting any bond, in accordance with 735 ILCS 5/15-1701 et seq. Mortgagor hereby irrevocably consents to the appointment of a receiver in connection with any foreclosure proceeding or otherwise and waives any right to object to or oppose such appointment.

(d) Entry and Possession. Enter into and upon and take possession of all or any portion of the Mortgaged Property, and manage, operate, lease, and otherwise use the Mortgaged Property, and collect, receive, and apply the Rents and other income therefrom, with full power and authority to do any and all acts that Mortgagee, in its discretion, may deem necessary, proper, or convenient in connection therewith, including, without limitation, the right to make repairs, alterations, and improvements to the Mortgaged Property, to employ agents, contractors, and employees, and to pay all costs and expenses incurred in connection therewith. The exercise of such rights by Mortgagee shall not constitute Mortgagee a mortgagee-in-possession.

(e) Rents. Exercise all rights under the assignment of Leases and Rents set forth in Article IV hereof, including, without limitation, the right to terminate the license granted to Mortgagor to collect Rents and to collect all Rents directly from tenants and other obligors under the Leases.

(f) UCC Remedies. Exercise all rights and remedies of a secured party under the Illinois Uniform Commercial Code (810 ILCS 5/9-601 et seq.) with respect to any Fixtures, personal property, and other collateral constituting part of the Mortgaged Property, including, without limitation, the right to take possession of, collect, sell, lease, license, or otherwise dispose of such property in a commercially reasonable manner.

(g) Other Remedies. Exercise any and all other rights and remedies available to Mortgagee at law, in equity, or under any other Loan Document, including, without limitation, the right to seek injunctive relief, specific performance, or other equitable remedies.

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 other Loan Documents, including, without limitation, all reasonable attorneys' fees and disbursements, receiver's fees and expenses, costs of sale, advertising costs, recording fees, title insurance premiums, appraisal fees, environmental assessment costs, and all other costs and expenses of collection, enforcement, and foreclosure;

(ii) Second, to the payment of the Secured Obligations, in such order, priority, and manner as the Collateral Agent shall determine in its sole discretion in accordance with the provisions of the Credit Agreement governing the application of proceeds of collateral (including any "waterfall" or priority of payments provisions set forth therein); and

(iii) Third, any surplus remaining after the indefeasible payment in full of all Secured Obligations and the termination of all commitments under the Credit Agreement shall be paid to Mortgagor or as otherwise required or directed by applicable law or by a court of competent jurisdiction.

Section 6.04 — Mortgagee's Right to Cure

RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO:
Heartland Commerce Bank, National Association as Collateral Agent 200 South Wacker Drive, 40th Floor Chicago, Illinois 60606
Attention: Allison Kuo, Vice President, ABL Structuring
This instrument was prepared by Calderwood & Harkness LLP, 150 North Michigan Avenue, Suite 3600, Chicago, Illinois 60601
STATE OF ILLINOIS COUNTY OF McLEAN (and other applicable Illinois counties)
PIN/Parcel Identification Number(s): [To be inserted — reference to Real Property Collateral Schedule for parcel identification numbers]
DOCUMENTARY STAMPS / TRANSFER TAX EXEMPTION NOTICE: This instrument secures an obligation and is exempt from the Illinois real estate transfer tax pursuant to 35 ILCS 200/31-45(b). No transfer tax is due.
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
Form for Illinois Properties
November 4, 2022
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of November 4, 2022, by and between:
GREENFIELD CROP INPUTS INC., an Illinois corporation, with its principal place of business at 780 Commerce Drive, Bloomington, Illinois 61701 (EIN: 37-6182049; Illinois Secretary of State File No.: 08294731) (hereinafter referred to as "Mortgagor" or "GCI"),
and
HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, with its principal office at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606, acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement referenced below) (hereinafter referred to as "Mortgagee" or "Collateral Agent").
RECITALS
WHEREAS:
A. Greenfield Agricultural Partners LLC, an Iowa limited liability company ("Borrower" or "GAP"), with its headquarters at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, has entered into that certain Credit Agreement dated as of [_], 2022 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower; the Guarantors party thereto (including, without limitation, Mortgagor, Greenfield Holdings Corp., a Delaware corporation, and Greenfield Grain Storage LLC, an Iowa limited liability company); the Lenders party thereto, consisting of Heartland Commerce Bank, National Association, with a commitment of Forty Million Dollars ($40,000,000), Meridian Agricultural Credit Corporation, with a commitment of Twenty-Five Million Dollars ($25,000,000), and Tallgrass Capital Fund II, LP, with a commitment of Fifteen Million Dollars ($15,000,000), for total aggregate commitments of Eighty Million Dollars ($80,000,000); and Heartland Commerce Bank, National Association, in its capacities as Administrative Agent and Collateral Agent;
B. The Credit Agreement provides for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000) (the "ABL Facility"), the proceeds of which are to be used for working capital, general corporate purposes, and other purposes permitted under the Credit Agreement;
C. Mortgagor has executed and delivered a Guaranty Agreement dated as of [_], 2022 (the "Guaranty"), pursuant to which Mortgagor has jointly and severally guaranteed all Obligations of the Borrower under the Credit Agreement and the other Loan Documents, and has agreed to pay and perform all such Obligations upon the terms and conditions set forth therein;
D. Mortgagor has executed and delivered a Security Agreement dated as of [_], 2022 (the "Security Agreement"), pursuant to which Mortgagor has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property of Mortgagor, as more particularly described therein;
E. As a condition precedent to the effectiveness of the Credit Agreement and the extension of credit thereunder, the Borrower and the Guarantors are required to cause Mortgagor to execute and deliver this Mortgage to secure the Secured Obligations (as defined herein) by granting a first-priority mortgage lien on and security interest in the Mortgaged Property (as defined herein); and
F. Mortgagor is the fee simple owner of the real property described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"), located in McLean County, Illinois, including the distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701, and such other applicable Illinois properties as are described on Exhibit A, and Mortgagor desires to execute and deliver this Mortgage to satisfy its obligations under the Credit Agreement and the other Loan Documents.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Mortgagor hereby agrees as follows:
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ARTICLE I — DEFINITIONS
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, Iowa 50309, together with its successors and permitted assigns.
"Collateral Agent" or "Mortgagee" means Heartland Commerce Bank, National Association, a national banking association, in its capacity as Collateral Agent under the Credit Agreement, for the benefit of the Secured Parties, together with its successors and assigns in such capacity.
"Credit Agreement" means the Credit Agreement dated as of [_], 2022, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent, as the same may be amended, restated, amended and restated, supplemented, extended, renewed, replaced, refinanced, or otherwise modified from time to time (including any increase in the principal amount or any addition of new facilities thereunder).
"Event of Default" has the meaning ascribed to such term in the Credit Agreement.
"Fixtures" means all equipment, machinery, apparatus, and other items of personal property now owned or hereafter acquired by Mortgagor that are now or hereafter attached to, incorporated into, or used in connection with the Mortgaged Property and that are or become fixtures under Illinois law, including without limitation under Section 11 of the Illinois Conveyances Act (765 ILCS 5/11). Without limiting the generality of the foregoing, the term "Fixtures" includes all HVAC systems, electrical systems, plumbing systems, fire suppression and alarm systems, elevators, escalators, generators, grain handling conveyors, blending and mixing equipment, storage tanks, scales, weigh bridges, loading dock equipment, telecommunications equipment, security systems, and all replacements, additions, and accessions thereto.
"Improvements" means all buildings, structures, grain storage and distribution facilities, loading docks, utility systems (including water, sewer, gas, electric, and telecommunications), paving, fencing, signage, landscaping, and all other improvements of every kind and nature now or hereafter erected, constructed, placed, or situated on the Land, including, without limitation, the distribution center and all related infrastructure located at 780 Commerce Drive, Bloomington, Illinois 61701, together with all additions, alterations, replacements, and substitutions therefor or thereto.
"Land" means the real property described in Exhibit A attached hereto and incorporated herein by this reference, together with all of Mortgagor's right, title, and interest in and to all strips, gores, and vacated alleys and streets adjoining or abutting such real property.
"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, and all other agreements (whether written or oral) now existing or hereafter entered into by Mortgagor (or any predecessor in interest to Mortgagor) affecting or relating to the use, occupancy, or possession of all or any portion of the Mortgaged Property, together with all amendments, modifications, extensions, renewals, guaranties, and other agreements relating thereto, and all security deposits, prepaid rents, and other amounts deposited thereunder.
"Lenders" means, collectively, (a) Heartland Commerce Bank, National Association, with a commitment of Forty Million Dollars ($40,000,000), (b) Meridian Agricultural Credit Corporation, with a commitment of Twenty-Five Million Dollars ($25,000,000), and (c) Tallgrass Capital Fund II, LP, with a commitment of Fifteen Million Dollars ($15,000,000), together with their respective successors and assigns and any additional lenders or financial institutions that may become parties to the Credit Agreement from time to time.
"Loan Documents" means, collectively, the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement, this Mortgage, each Deposit Account Control Agreement, each Assignment of Insurance, each Subordination Agreement, and all other agreements, instruments, certificates, and documents executed and delivered by any Loan Party in connection with the Credit Agreement and the transactions contemplated thereby, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Rents, the Leases, and all other property, rights, titles, interests, estates, powers, privileges, tenements, hereditaments, and appurtenances encumbered by and subjected to the lien and security interest of this Mortgage, as more particularly described in Article II hereof.
"Permitted Encumbrances" has the meaning set forth in Section 2.02 of this Mortgage.
"Rents" means all rents, revenues, income, proceeds, profits, security deposits, royalties, issues, and all other benefits of every kind and nature now due or hereafter becoming due and derived from or arising out of the ownership, use, occupancy, operation, leasing, or other disposition of all or any portion of the Mortgaged Property, including, without limitation, all amounts payable under any Lease, all proceeds from the cancellation or termination of any Lease, minimum rents, additional rents, percentage rents, tax and insurance contributions, common area maintenance charges, deficiency rents, liquidated damages following default under any Lease, and all proceeds of any of the foregoing.
"Secured Obligations" means all Obligations (as defined in the Credit Agreement) of the Borrower, Mortgagor, and each other Loan Party under the Credit Agreement, the Guaranty, and each other Loan Document, whether now existing or hereafter arising, including, without limitation, all principal, interest (including interest accruing after the commencement of any bankruptcy, insolvency, or similar proceeding, whether or not allowed as a claim in such proceeding), fees (including the $400,000 upfront fee, $75,000 annual agent fee, and unused line fees), costs, charges, expenses, indemnification obligations, reimbursement obligations (including with respect to letters of credit), and all other amounts payable by the Borrower, Mortgagor, or any other Loan Party under the Loan Documents.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and each Lender, together with their respective successors and assigns.
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 procedures, in which case the definitions and terms used herein shall control to the extent necessary to comply with applicable Illinois law.
(b) References herein to Illinois law shall mean and include the Illinois Compiled Statutes (ILCS) and all applicable case law of the courts of the State of Illinois and the federal courts sitting in the State of Illinois, as the same may be in effect from time to time.
(c) Terms used herein that are defined in the Illinois Uniform Commercial Code (810 ILCS 5/, the "UCC") and not otherwise defined herein or in the Credit Agreement shall have the meanings ascribed to such terms in the UCC.
(d) References herein to any Section, Article, Exhibit, or Schedule shall mean and refer to the specified Section or Article of, or Exhibit or Schedule to, this Mortgage, unless otherwise expressly stated.
(e) The words "herein," "hereof," "hereunder," and words of similar import shall refer to this Mortgage as a whole and not to any particular provision hereof.
(f) The word "including" and words of similar import shall mean "including, without limitation."
(g) References to any Person shall include such Person's successors and permitted assigns.
(h) References to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time to the extent permitted by the terms thereof and by the terms of the Credit Agreement.
(i) The singular shall include the plural and vice versa, and references to any gender shall include all genders.
ARTICLE II — GRANTING CLAUSES
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, and sets over to Mortgagee, as Collateral Agent for the benefit of the Secured Parties, and hereby grants to Mortgagee a first-priority mortgage lien on and security interest in, all of Mortgagor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired (collectively, the "Mortgaged Property"):
(a) The Land. All of Mortgagor's right, title, and interest in and to those certain parcels and tracts of real property more particularly described in Exhibit A attached hereto and made a part hereof, situated in the County of McLean, State of Illinois, including, without limitation, the distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701 (with specific parcel identification numbers to be inserted per the Real Property Collateral Schedule prepared by Calderwood & Harkness LLP, as last updated November 2022), together with all strips, gores, and vacated alleys and streets adjoining or abutting the same and all right, title, and interest of Mortgagor in and to any land lying within the bed of any public or private street, road, or alley, open or proposed, adjoining the same to the center line thereof.
(b) The Improvements. All buildings, structures, distribution center facilities, grain handling and storage infrastructure, loading docks, warehouses, offices, utility systems (including water, sewer, gas, electric, and telecommunications systems and connections), paving, parking areas, sidewalks, driveways, curbing, fencing, retaining walls, signage, landscaping, and all other improvements of every kind and nature now or hereafter erected, constructed, placed, or situated on the Land, together with all additions, alterations, betterments, replacements, and substitutions therefor or thereto.
(c) Fixtures. All fixtures, machinery, equipment, apparatus, and other items of personal property now owned or hereafter acquired by Mortgagor that are now or hereafter attached to, incorporated into, or used in connection with the Land and Improvements and that are or become fixtures under the laws of the State of Illinois, including, without limitation, all HVAC systems, heating systems, cooling systems, electrical systems, plumbing systems, fire suppression and alarm systems, sprinkler systems, elevators, generators (including backup generators), grain handling conveyors, blending and mixing equipment, storage tanks, weigh scales and weigh bridges, loading dock equipment and levelers, telecommunications systems, security and surveillance systems, and all replacements, additions, and accessions thereto. The parties intend that this Mortgage constitute a fixture filing under the Illinois UCC, as more particularly set forth in Article V hereof.
(d) Easements, Rights, and Appurtenances. All easements, rights-of-way, strips, gores, water rights, water courses, water stock, water storage rights, sewer rights, sewer connections, drainage rights, rail spur access rights, railroad trackage rights, utility rights, and all other rights, liberties, privileges, tenements, hereditaments, and appurtenances belonging to, running with, or in anywise appertaining to the Land, or any part thereof, or that hereafter shall in any way belong, relate, or be appurtenant thereto, and all reversions, remainders, and other interests of Mortgagor in or to any of the foregoing.
(e) Leases and Rents. All Leases and Rents, whether now existing or hereafter arising, subject to the provisions of Article IV hereof regarding the absolute assignment of Leases and Rents.
(f) Awards and Proceeds. All awards, damages, and compensation heretofore made or hereafter to be made by any governmental authority to the present or any future owner of the Mortgaged Property (or any portion thereof) resulting from or pertaining to any condemnation, eminent domain proceeding, or change of grade of any street, road, highway, or alley affecting the Mortgaged Property or any portion thereof, including, without limitation, any award for consequential damages, severance damages, and any award for a temporary taking.
(g) Insurance Proceeds. All proceeds of any and all insurance policies and self-insurance arrangements now or hereafter covering the Mortgaged Property or any portion thereof, including all claims and demands with respect thereto. Without limiting the generality of the foregoing, all proceeds of property/casualty insurance, business interruption insurance, builder's risk insurance, and environmental liability insurance are included herein. Insurance on the Mortgaged Property is currently placed through Redwood Insurance Group, Inc., with Northstar Mutual Insurance Company as the primary property/casualty carrier, all as more particularly described in the Assignment of Insurance delivered as a separate Loan Document in connection with the Credit Agreement.
(h) After-Acquired Property. All right, title, and interest of Mortgagor in and to any and all property, whether real, personal, or mixed, that hereafter becomes a part of, is placed upon, is affixed to, or is used in connection with the Mortgaged Property, or any part thereof.
(i) Proceeds. All proceeds (as defined in the UCC) of the conversion, whether voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, all proceeds of any sale, exchange, collection, or other disposition of any of the Mortgaged Property and all proceeds of proceeds.
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 respect thereto are maintained on the books of Mortgagor in conformity with GAAP;
(b) Mechanics' liens, materialmen's liens, carriers' liens, and other similar statutory liens arising in the ordinary course of business that are not yet delinquent or that are being contested in good faith by appropriate proceedings diligently conducted, provided that adequate reserves with respect thereto are maintained on the books of Mortgagor in conformity with GAAP;
(c) Easements, restrictions, covenants, conditions, reservations, and other encumbrances of record as of the date hereof that do not, individually or in the aggregate, materially impair the use, value, or marketability of the Mortgaged Property for its intended purposes, all as set forth on Exhibit B attached hereto;
(d) All applicable zoning, building, environmental, and other land use laws, regulations, and ordinances of any governmental authority having jurisdiction over the Mortgaged Property;
(e) Such other encumbrances, liens, and exceptions as are specifically permitted under the Credit Agreement, including those set forth in the definition of "Permitted Liens" therein; and
(f) Such other matters as may be approved in writing by Mortgagee.
For the avoidance of doubt, the existing mortgage lien of Prairie National Bank, N.A. recorded in McLean County, Illinois, securing the $55,000,000 Revolving Credit Agreement dated April 1, 2018 (as amended), shall be released and satisfied at or prior to the closing of the ABL Facility and shall not constitute a Permitted Encumbrance hereunder following such release.
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 extend credit under the Credit Agreement have been permanently terminated, at which time this Mortgage and the lien and security interest created hereby shall become null and void and of no further force or effect, and Mortgagee shall promptly execute and deliver to Mortgagor such instruments of release, satisfaction, and discharge as may be necessary to evidence the termination of this Mortgage, all as more particularly set forth in Section 7.05 hereof.
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 interest (including default interest and interest accruing after the commencement of any bankruptcy, insolvency, receivership, or similar proceeding, whether or not such interest constitutes an allowed claim in such proceeding) on the foregoing;
(c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, the Four Hundred Thousand Dollar ($400,000) upfront fee, the Seventy-Five Thousand Dollar ($75,000) annual agent fee, and all unused line fees, letter of credit fees, and commitment fees;
(d) all costs, charges, and expenses (including attorneys' fees and disbursements) incurred by or on behalf of the Secured Parties in connection with the Loan Documents;
(e) all indemnification obligations of the Borrower, Mortgagor, and the other Loan Parties under the Credit Agreement and the other Loan Documents;
(f) all reimbursement obligations with respect to letters of credit issued under the Credit Agreement; and
(g) all other amounts payable by the Borrower, Mortgagor, or any other Loan Party under the Credit Agreement or any other Loan Document, whether now existing or hereafter arising, and whether or not currently contemplated by the parties hereto.
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. 08294731). Mortgagor is duly qualified and authorized to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
(c) Mortgagor has full corporate power and authority to execute, deliver, and perform its obligations under this Mortgage and to grant the mortgage lien and security interest created herein. The execution, delivery, and performance of this Mortgage by Mortgagor have been duly authorized by all necessary corporate action on the part of Mortgagor, including, without limitation, all necessary approvals of its board of directors and shareholders, if applicable, and no further corporate action is required in connection therewith.
(d) This Mortgage has been duly executed and delivered by Mortgagor and constitutes the legal, valid, and binding obligation of Mortgagor, enforceable against Mortgagor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).
(e) The mortgage lien and security interest created by this Mortgage, when this Mortgage is duly recorded in the applicable county recorder's offices and all applicable filing fees are paid, will constitute a valid and enforceable first-priority mortgage lien on and security interest in the Mortgaged Property (subject only to Permitted Encumbrances).
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, writ, injunction, judgment, or decree of any court or governmental authority applicable to Mortgagor or the Mortgaged Property; (c) do not and will not result in a breach of, or constitute a default or an event of default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default or an event of default) under, any contract, agreement, indenture, mortgage, deed of trust, or other instrument to which Mortgagor is a party or by which Mortgagor or any of its properties may be bound; and (d) will not result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon the Mortgaged Property, other than the mortgage lien and security interest created by this Mortgage and the Permitted Encumbrances.
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, foreseen or unforeseen.
(b) Mortgagor shall not commit, suffer, or permit any waste, impairment, deterioration, or damage to the Mortgaged Property or any part thereof, and shall not remove, demolish, or structurally alter any Improvement without the prior written consent of Mortgagee, except as expressly permitted by the Credit Agreement or Section 3.11 hereof.
(c) Mortgagor shall comply with all applicable federal, state, and local laws, statutes, regulations, rules, ordinances, codes (including building codes, fire codes, and health and safety codes), orders, permits, licenses, and other governmental requirements affecting the Mortgaged Property or any part thereof, including, without limitation, all environmental laws, zoning laws, and the Americans with Disabilities Act. Mortgagor shall promptly notify Mortgagee of any material violation or alleged material violation of any such law or requirement affecting the Mortgaged Property.
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, hail, tornado, flood (if the Mortgaged Property is located in a Special Flood Hazard Area as designated by FEMA), earthquake, and such other risks and hazards as are customarily insured against with respect to similar properties in the same geographic area, in amounts not less than the full replacement cost of the Improvements (without deduction for depreciation);
(ii) Commercial general liability insurance with limits of not less than those specified in the Credit Agreement, covering claims for personal injury, bodily injury, death, and property damage occurring upon, in, or about the Mortgaged Property;
(iii) Business interruption or loss of rental income insurance in such amounts and for such periods as are required by the Credit Agreement;
(iv) Workers' compensation insurance as required by applicable Illinois law;
(v) Such other insurance as may be required by the Credit Agreement or as Mortgagee may reasonably require from time to time.
(b) All insurance policies required hereunder shall (i) name Mortgagee (or its designee) as loss payee and additional insured pursuant to a standard mortgagee clause (non-contributory) in form and substance acceptable to Mortgagee, (ii) contain a provision requiring at least thirty (30) days' prior written notice to Mortgagee before cancellation, non-renewal, or material modification of coverage (or ten (10) days' notice in the case of non-payment of premium), and (iii) provide that the interests of Mortgagee shall not be invalidated by any act or neglect of Mortgagor or any other person.
(c) Insurance on the Mortgaged Property is currently placed through Redwood Insurance Group, Inc., with Northstar Mutual Insurance Company serving as the primary property/casualty carrier. Mortgagor shall deliver to Mortgagee evidence of all required insurance coverage, including certificates of insurance and copies of policies, promptly upon request and at each renewal thereof.
(d) Reference is hereby made to the Assignment of Insurance delivered by Mortgagor as a separate Loan Document in connection with the Credit Agreement, which Assignment of Insurance is incorporated herein by reference to the extent applicable.
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 Property or any part thereof, or upon the revenues, rents, issues, income, or profits of the Mortgaged Property.
(b) Mortgagor shall deliver to Mortgagee, promptly upon request, receipts or other evidence satisfactory to Mortgagee of the payment of all such taxes, assessments, and charges.
(c) Mortgagor shall have the right to contest in good faith the validity or amount of any such tax, assessment, or charge by appropriate proceedings diligently conducted, provided that (i) Mortgagor has given Mortgagee prior written notice of such contest, (ii) no lien foreclosure sale or forfeiture of the Mortgaged Property or any part thereof is imminent, (iii) adequate reserves with respect to the contested amounts are maintained on the books of Mortgagor in conformity with GAAP, and (iv) such contest does not jeopardize the priority of the lien of this Mortgage.
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 Property or any part thereof, including, without limitation, all zoning, environmental, building, health, and safety laws and regulations. Mortgagor shall not use or permit the use of the Mortgaged Property for any purpose that would violate any applicable law, regulation, or ordinance, or that would constitute a public or private nuisance.
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 under the Credit Agreement, including those set forth in the definition of "Permitted Liens" therein. Mortgagor shall promptly discharge or cause to be discharged any lien, claim, or encumbrance on the Mortgaged Property that is not a Permitted Encumbrance or otherwise permitted under the Credit Agreement.
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 interest therein, whether voluntarily or involuntarily, by operation of law or otherwise, other than (a) dispositions expressly permitted under the Credit Agreement (including those constituting "Permitted Dispositions" as defined therein), and (b) Leases entered into in the ordinary course of business and in compliance with the terms of the Credit Agreement and Article IV hereof. Any purported transfer in violation of this Section 3.09 shall be void and of no force or effect and shall constitute an Event of Default hereunder.
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 about the Mortgaged Property in violation of applicable Environmental Laws, except for Hazardous Materials that are used, stored, handled, and disposed of in the ordinary course of Mortgagor's crop-input distribution operations (including, without limitation, fertilizer, herbicides, pesticides, fungicides, and other crop protection chemicals) in compliance with all applicable Environmental Laws, permits, licenses, and authorizations;
(iii) Mortgagor has not received any notice of, and there is no pending or threatened environmental claim, action, suit, proceeding, investigation, or inquiry by any governmental authority or other Person with respect to the Mortgaged Property;
(iv) No underground storage tanks are located on the Mortgaged Property, other than those that have been properly registered and are in compliance with all applicable Environmental Laws;
(v) Mortgagor has obtained and maintains in full force and effect all environmental permits, licenses, and authorizations required for the operation of its business on the Mortgaged Property; and
(vi) No environmental lien has been imposed on the Mortgaged Property by any governmental authority.
(b) Covenants. Mortgagor covenants and agrees that:
(i) Mortgagor shall not cause, permit, or suffer any release, discharge, emission, or disposal of any Hazardous Materials on, under, at, or from the Mortgaged Property in violation of applicable Environmental Laws;
(ii) Mortgagor shall at all times comply with all applicable Environmental Laws in connection with its use, ownership, and operation of the Mortgaged Property;
(iii) Mortgagor shall promptly notify Mortgagee in writing of (A) the discovery of any Hazardous Materials on the Mortgaged Property (other than those used in the ordinary course of business as described above), (B) any release or threatened release of Hazardous Materials on, from, or affecting the Mortgaged Property, (C) any pending or threatened environmental claim, action, suit, proceeding, or investigation affecting the Mortgaged Property, and (D) any change in the environmental condition of the Mortgaged Property that could reasonably be expected to have a Material Adverse Effect; and
(iv) Mortgagor shall, at its sole cost and expense, promptly remediate any contamination of the Mortgaged Property by Hazardous Materials to the extent required by applicable Environmental Laws.
(c) Environmental Indemnification. Mortgagor shall indemnify, defend (with counsel reasonably acceptable to Mortgagee), and hold harmless Mortgagee, the Administrative Agent, each Lender, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees and disbursements and consultants' fees) arising out of or in any way relating to (i) the presence, release, or threatened release of any Hazardous Materials on, under, at, from, or affecting the Mortgaged Property, (ii) any violation of Environmental Laws relating to the Mortgaged Property, or (iii) any environmental claim relating to the Mortgaged Property, in each case regardless of whether such losses, claims, damages, liabilities, penalties, fines, costs, or expenses are incurred before or after foreclosure or other transfer of the Mortgaged Property. This environmental indemnification shall survive the repayment of the Secured Obligations and the release or discharge of this Mortgage.
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 aggregate cost thereof does not exceed the capital expenditure limitations set forth in the Credit Agreement (currently Eight Million Dollars ($8,000,000) per fiscal year, with fifty percent (50%) carryforward of unused amounts to the succeeding fiscal year, capped at Twelve Million Dollars ($12,000,000) in any fiscal year), and provided further that all such alterations and improvements are made in compliance with applicable laws, codes, and regulations. All alterations, additions, and improvements to the Mortgaged Property shall, upon installation, become part of the Mortgaged Property and subject to the lien and security interest of this Mortgage.
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, any condemnation, eminent domain, or similar proceeding affecting the Mortgaged Property. Mortgagor hereby assigns to Mortgagee all awards, damages, compensation, and proceeds of every kind arising from or relating to any condemnation, eminent domain, or change-of-grade proceeding affecting the Mortgaged Property or any part thereof.
(c) All condemnation awards and proceeds shall be collected by Mortgagee and applied in accordance with the terms and conditions of the Credit Agreement. To the extent not otherwise provided in the Credit Agreement, such awards and proceeds shall be applied, at Mortgagee's election, either to the restoration of the Mortgaged Property or to the repayment of the Secured Obligations.
(d) Mortgagor shall not, without the prior written consent of Mortgagee, settle, compromise, or consent to any condemnation, eminent domain, or similar proceeding or to any taking or change of grade affecting the Mortgaged Property.
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 security interest of this Mortgage any property intended to be covered hereby, (c) perfect, protect, and preserve the lien and security interest created by this Mortgage, and (d) better assure, convey, assign, transfer, and confirm unto Mortgagee the rights and interests granted or intended to be granted to Mortgagee by this Mortgage. Without limiting the generality of the foregoing, Mortgagor shall execute and deliver such additional mortgages, amendments, modifications, or supplements to this Mortgage, financing statements, continuation statements, and other instruments as Mortgagee may reasonably request from time to time.
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 security deposits, prepaid rents, guaranties of Leases, and all other amounts and rights arising under or in connection with the Leases.
(b) This assignment is intended to be, and shall be construed as, a present, absolute assignment of the Leases and Rents, and not merely an assignment for security purposes, to the maximum extent permitted under applicable Illinois law, including, without limitation, the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 et seq.) and the provisions of 765 ILCS 5/31 et seq. relating to the assignment of rents. To the extent that this assignment is deemed to be an assignment for security purposes, Mortgagor hereby grants to Mortgagee a first-priority security interest in all Leases and Rents as additional security for the Secured Obligations.
(c) Mortgagor represents and warrants that Mortgagor has not previously assigned, transferred, pledged, hypothecated, or otherwise encumbered any of the Leases or Rents to any Person other than Mortgagee and that no such Leases or Rents are subject to any prior assignment, pledge, or encumbrance, other than the Permitted Encumbrances.
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 the other Loan Documents.
(b) Upon the occurrence and during the continuance of any Event of Default, the license granted in Section 4.02(a) shall automatically and immediately terminate and be revoked without the requirement of any notice from Mortgagee to Mortgagor or any other Person, and Mortgagee shall thereupon be entitled to collect, receive, and apply all Rents directly from tenants and other obligors under the Leases. Mortgagor hereby irrevocably authorizes and directs each tenant and other obligor under any Lease to pay all Rents directly to Mortgagee upon receipt of written notice from Mortgagee that an Event of Default has occurred and is continuing, and each such tenant and obligor shall be entitled to rely on such notice without any obligation to inquire as to the occurrence or existence of such Event of Default.
(c) The collection of Rents by Mortgagee pursuant to this Section 4.02 shall not cure or waive any Event of Default or waive, modify, or affect any notice of default or any demand for payment that has been given or any foreclosure or other proceedings that have been commenced, and shall not constitute an election of remedies.
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 consent not to be unreasonably withheld, conditioned, or delayed with respect to Leases entered into in the ordinary course of business that do not exceed a materiality threshold of Five Hundred Thousand Dollars ($500,000) in annual rent or a term of five (5) years): (i) enter into any new Lease; (ii) modify, amend, extend, or renew any existing Lease in any material respect; (iii) terminate or accept a surrender of any Lease; (iv) consent to any assignment or subletting under any Lease; or (v) waive or release any material right or obligation under any Lease.
(c) Mortgagor shall enforce all of the terms, covenants, and conditions contained in the Leases on the part of the tenants thereunder to be observed and performed, including, without limitation, the collection of all Rents and other amounts due thereunder.
(d) Mortgagor shall deliver to Mortgagee, promptly upon request, true, correct, and complete copies of all Leases and any amendments, modifications, or supplements thereto.
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 each tenant to execute and deliver an SNDA Agreement upon request by Mortgagee. The election by Mortgagee not to require an SNDA Agreement from any particular tenant shall not constitute a waiver of Mortgagee's right to require such an agreement at a later date.
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 security for the prompt and complete payment and performance of the Secured Obligations. This security interest is in addition to, and not in limitation of, the mortgage lien created by this Mortgage and the security interests granted under the Security Agreement.
This Mortgage shall constitute and serve as a financing statement filed as a fixture filing with respect to all Fixtures and other goods that are or may become fixtures on the Land, pursuant to Section 9-502(c) of the Illinois Uniform Commercial Code (810 ILCS 5/9-502(c)). This Mortgage is to be filed for record in the real property records of McLean County, Illinois (and in such other Illinois county recording offices as may be applicable), and shall also serve as a financing statement filed as a fixture filing in such real property records.
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
Debtor's Organizational Identification Number: Illinois Secretary of State File No. 08294731
Name of Secured Party: Heartland Commerce Bank, National Association, as Collateral Agent
Secured Party's Mailing Address: 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606
Description of Real Property to Which Fixtures Relate: See Exhibit A attached hereto.
Description of Collateral: All goods, equipment, machinery, apparatus, and other items of personal property now owned or hereafter acquired by Debtor that are now or hereafter attached to, incorporated into, or used in connection with the real property described in Exhibit A attached hereto and that are or may become fixtures on such real property, including, without limitation, all items described in Section 2.01(c) of this Mortgage, together with all replacements, substitutions, additions, and accessions thereto and all proceeds thereof.
This Mortgage covers goods that are or may become fixtures on the Land described in Exhibit A. Mortgagor is the record owner of the Land. This filing is to be indexed in the real property records.
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 part of the Mortgaged Property, including, without limitation, the right to take possession of such property, the right to dispose of such property in a commercially reasonable manner (by public or private sale), and the right to collect and receive all proceeds thereof. Mortgagee may exercise its rights and remedies under this Article V separately from, concurrently with, or in addition to its rights and remedies under the other provisions of this Mortgage, at law, or in equity. All rights and remedies of Mortgagee under the Illinois UCC shall be cumulative and not exclusive.
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 maturity thereof, upon acceleration, upon demand, or otherwise, subject to any applicable grace or cure period expressly provided in the Credit Agreement;
(c) Breach of Representation, Warranty, or Covenant. Any representation, warranty, or certification made by Mortgagor in this Mortgage or in any certificate, document, or instrument delivered pursuant hereto shall prove to be false, incorrect, or misleading in any material respect as of the date made or deemed made, or any breach by Mortgagor of any covenant or agreement contained in this Mortgage, in either case that is not cured within any applicable grace or cure period expressly provided in the Credit Agreement or, if no such period is specified therein, within thirty (30) days after written notice thereof from Mortgagee to Mortgagor (provided that no such cure period shall apply with respect to any breach of the covenants set forth in Sections 3.08, 3.09, or 3.10(b)(i) hereof);
(d) Mechanics' or Other Involuntary Liens. The filing of any mechanics' lien, materialmen's lien, judgment lien, or other involuntary lien against the Mortgaged Property or any part thereof that is not discharged, bonded over, or otherwise removed to the satisfaction of Mortgagee within thirty (30) days after the date of filing thereof; and
(e) Condemnation. The commencement of any condemnation, eminent domain, or similar proceeding resulting in the actual or proposed taking of a material portion of the Mortgaged Property.
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 Agreement):
(a) Acceleration. Declare all Secured Obligations immediately due and payable in full, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived by Mortgagor to the fullest extent permitted by applicable law (to the extent not already accelerated under the Credit Agreement). Upon such acceleration, all Secured Obligations shall become immediately due and payable in full.
(b) Foreclosure. Foreclose the lien of this Mortgage by judicial foreclosure proceedings in accordance with the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 et seq.), and in connection therewith, Mortgagee shall be entitled to exercise all rights, powers, and remedies available to a mortgagee under said statute, including, without limitation, the right to obtain a judgment of foreclosure and order of sale, and to have the Mortgaged Property sold at public sale in accordance with applicable law. Mortgagee (and any Secured Party) may be a purchaser at any such foreclosure sale. Mortgagor hereby waives any right of redemption to the fullest extent permitted by Illinois law.
(c) Receiver. Apply to a court of competent jurisdiction for the appointment of a receiver for the Mortgaged Property and the Rents, with such powers as the court may authorize, including, without limitation, the power to manage, operate, maintain, and lease the Mortgaged Property and to collect the Rents therefrom, and Mortgagee shall be entitled to the appointment of such receiver as a matter of right, without regard to the adequacy of the security for the Secured Obligations, without regard to the solvency of Mortgagor or of any other Person liable for the payment of the Secured Obligations, and without the necessity of posting any bond, in accordance with 735 ILCS 5/15-1701 et seq. Mortgagor hereby irrevocably consents to the appointment of a receiver in connection with any foreclosure proceeding or otherwise and waives any right to object to or oppose such appointment.
(d) Entry and Possession. Enter into and upon and take possession of all or any portion of the Mortgaged Property, and manage, operate, lease, and otherwise use the Mortgaged Property, and collect, receive, and apply the Rents and other income therefrom, with full power and authority to do any and all acts that Mortgagee, in its discretion, may deem necessary, proper, or convenient in connection therewith, including, without limitation, the right to make repairs, alterations, and improvements to the Mortgaged Property, to employ agents, contractors, and employees, and to pay all costs and expenses incurred in connection therewith. The exercise of such rights by Mortgagee shall not constitute Mortgagee a mortgagee-in-possession.
(e) Rents. Exercise all rights under the assignment of Leases and Rents set forth in Article IV hereof, including, without limitation, the right to terminate the license granted to Mortgagor to collect Rents and to collect all Rents directly from tenants and other obligors under the Leases.
(f) UCC Remedies. Exercise all rights and remedies of a secured party under the Illinois Uniform Commercial Code (810 ILCS 5/9-601 et seq.) with respect to any Fixtures, personal property, and other collateral constituting part of the Mortgaged Property, including, without limitation, the right to take possession of, collect, sell, lease, license, or otherwise dispose of such property in a commercially reasonable manner.
(g) Other Remedies. Exercise any and all other rights and remedies available to Mortgagee at law, in equity, or under any other Loan Document, including, without limitation, the right to seek injunctive relief, specific performance, or other equitable remedies.
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 other Loan Documents, including, without limitation, all reasonable attorneys' fees and disbursements, receiver's fees and expenses, costs of sale, advertising costs, recording fees, title insurance premiums, appraisal fees, environmental assessment costs, and all other costs and expenses of collection, enforcement, and foreclosure;
(ii) Second, to the payment of the Secured Obligations, in such order, priority, and manner as the Collateral Agent shall determine in its sole discretion in accordance with the provisions of the Credit Agreement governing the application of proceeds of collateral (including any "waterfall" or priority of payments provisions set forth therein); and
(iii) Third, any surplus remaining after the indefeasible payment in full of all Secured Obligations and the termination of all commitments under the Credit Agreement shall be paid to Mortgagor or as otherwise required or directed by applicable law or by a court of competent jurisdiction.
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

RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO:

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

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WHEREAS:

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