mortgage-form-iowa.docx

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

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

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Prepared by and after recording return to: Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601

Attention: Sophie Tremblay

Recording Information: [Recording information — County Recorder to complete]

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

(Iowa Form)

Dated as of: ____, 20

Form Date: November 4, 2022

This instrument was prepared by Calderwood & Harkness LLP as counsel to the Mortgagor.

DRAFT — FORM FOR DISCUSSION PURPOSES ONLY

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PREAMBLE

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of ____, 20, by and among:

MORTGAGOR:

(i) GREENFIELD GRAIN STORAGE LLC, an Iowa limited liability company, with its principal place of business at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309 (EIN: 84-2093417) ("GGS"), as to those certain grain elevator properties more particularly described in Exhibit A attached hereto and made a part hereof; and

(ii) GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, with its principal place of business at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309 (EIN: 47-3918265) ("GAP"), as to that certain headquarters property more particularly described in Exhibit A attached hereto and made a part hereof,

(GGS and GAP are hereinafter referred to collectively as "Mortgagor" and individually as a "Mortgagor Entity"),

in favor of:

MORTGAGEE:

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

REFERENCE TO CREDIT AGREEMENT. Reference is hereby made to that certain Credit Agreement dated as of ____, 20 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company, as Borrower (the "Borrower"), the Guarantors party thereto from time to time (including, without limitation, Greenfield Holdings Corp., a Delaware corporation ("Holdings"), Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation ("GCI")), the Lenders party thereto from time to time (including Heartland Commerce Bank, N.A. ("HCB"), Meridian Agricultural Credit Corporation ("MACC"), and Tallgrass Capital Fund II, LP ("Tallgrass")), and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the "Administrative Agent" and "Collateral Agent," respectively). 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").

This Mortgage is executed and delivered by Mortgagor to secure all Obligations (as defined in the Credit Agreement) of the Borrower and each Guarantor to the Secured Parties under and in connection with the Credit Agreement and the other Loan Documents.

RECITALS

A. Greenfield Agricultural Partners LLC is the Borrower under the Credit Agreement, which provides for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000) among the Borrower, the Guarantors party thereto, the Lenders party thereto (HCB, MACC, and Tallgrass), and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent, for the purpose of financing the working capital, capital expenditure, and general corporate needs of the Borrower and its subsidiaries in connection with their agricultural storage, distribution, and crop input supply operations.

B. Greenfield Grain Storage LLC is a wholly owned subsidiary of GAP and a Subsidiary Guarantor under that certain Guaranty Agreement dated as of ____, 20 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty Agreement"), executed and delivered by each of the Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties. GGS is the fee simple owner of fourteen (14) grain elevator sites located in the State of Iowa, as more particularly described in Exhibit A attached hereto.

C. Greenfield Agricultural Partners LLC is the fee simple owner of that certain headquarters property located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Polk County, Iowa 50309, as more particularly described in Exhibit A attached hereto (the "Headquarters Property").

D. As a condition precedent to the initial extensions of credit under the Credit Agreement and the ABL Facility, and as a continuing condition to the obligations of the Lenders to make Loans and issue Letters of Credit thereunder, the Mortgagor is required to execute and deliver this Mortgage to the Collateral Agent for the benefit of the Secured Parties, granting a first-priority mortgage lien on and security interest in the Mortgaged Property (as defined herein) to secure the payment and performance of the Obligations.

E. Reference is hereby made to that certain Security Agreement dated as of ____, 20 (the "Security Agreement"), by and among the Borrower, the Guarantors party thereto, and the Collateral Agent, pursuant to which, among other things, the Borrower and each Guarantor has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property of such Loan Party, and to that certain Pledge Agreement of even date therewith (the "Pledge Agreement"), pursuant to which Holdings and the Borrower have pledged the equity interests of each of their direct subsidiaries to the Collateral Agent for the benefit of the Secured Parties.

F. The Mortgaged Property is currently encumbered by certain existing mortgages, assignments of rents, and related instruments held by Prairie National Bank, N.A. ("PNB") under that certain Revolving Credit Agreement dated as of April 1, 2018, as amended by the First Amendment thereto dated as of September 15, 2019, and the Second Amendment thereto dated as of March 1, 2021, providing for a revolving credit facility in the aggregate principal amount of up to Fifty-Five Million Dollars ($55,000,000) (as so amended, the "Existing PNB Facility"). The existing PNB mortgages are recorded in the offices of the County Recorders of Polk County and eight (8) additional Iowa counties. The Existing PNB Facility is to be repaid in full, and all existing PNB mortgages, assignments, UCC financing statements, and other security instruments relating thereto are to be released and terminated, upon payoff in connection with the closing of the Credit Agreement and the ABL Facility.

NOW, THEREFORE, in consideration of the premises, the extensions of credit under the Credit Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor hereby agrees as follows:

ARTICLE 1

GRANT OF MORTGAGE LIEN

Section 1.01 — Grant.

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

(a) Land. All those certain parcels, tracts, pieces, and lots of land more particularly described in Exhibit A attached hereto and incorporated herein by reference (collectively, the "Land"), located in the following Iowa counties: Polk County (as to the Headquarters Property) and such additional Iowa counties in which the fourteen (14) grain elevator sites owned by GGS are situated (each as identified on the Real Property Collateral Schedule delivered as a closing deliverable under the Credit Agreement and as set forth in Exhibit A hereto), together with all right, title, and interest of Mortgagor in and to all streets, roads, alleys, passages, and public ways adjacent to or abutting the Land or any part thereof;

(b) Improvements. All buildings, structures, grain storage facilities, grain elevators, grain bins, silos, distribution facilities, receiving and shipping facilities, driveways, parking areas, loading docks, office buildings, maintenance shops, scale houses, conveyor systems, leg systems, aeration systems, drying floors, and all other fixtures, structures, and improvements of every kind and description now or at any time hereafter erected, constructed, placed, or situated upon the Land or any part thereof, including, without limitation, all replacements, substitutions, and additions thereto and all materials incorporated therein (collectively, the "Improvements");

(c) Easements and Appurtenances. All easements, rights-of-way, strips, gores, water rights, water courses, ditches, and drainage rights, mineral rights (to the extent owned by Mortgagor), air rights, development rights, privileges, hereditaments, tenements, and appurtenances belonging to, benefitting, or in any way appertaining to the Land or the Improvements, and all right, title, and interest of Mortgagor in and to any and all adjoining property, including any after-acquired right, title, or interest therein;

(d) Fixtures and Equipment. All fixtures, machinery, equipment (including, without limitation, grain handling equipment, grain dryers, grain cleaners, grain drying and storage equipment, scales, conveyor belts, bucket elevators, augers, fans, heaters, moisture meters, and temperature monitoring systems), appliances, furniture, furnishings, apparatus, and articles of personal property of every kind and description now or at any time hereafter attached to, installed in, or used in connection with the Land and the Improvements, together with all accessions, replacements, and substitutions therefor, to the extent that any of the foregoing constitutes real property or fixtures under the laws of the State of Iowa (collectively, the "Fixtures");

(e) Leases and Rents. All leases, subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral) now existing or hereafter entered into affecting all or any part of the Mortgaged Property, together with all guaranties, amendments, modifications, extensions, and renewals thereof (collectively, the "Leases"), and all rents, issues, profits, revenues, royalties, bonuses, income, receipts, security deposits, and other payments and benefits arising from the use, enjoyment, or occupancy of the Mortgaged Property or any portion thereof (collectively, the "Rents");

(f) Condemnation Awards and Insurance Proceeds. All awards, compensation, settlements, proceeds, damages, claims, and other payments (and the right to receive the same) arising from or in connection with any condemnation, eminent domain, or other governmental or quasi-governmental taking of, or damage to, all or any part of the Mortgaged Property, and all proceeds of any insurance policies covering all or any part of the Mortgaged Property (including, without limitation, casualty insurance, title insurance, and rental loss insurance), together with any interest thereon and all unearned premiums;

(g) Accounts and Intangibles Relating to Real Property. All accounts, accounts receivable, contract rights, general intangibles, instruments, documents, and chattel paper arising from, relating to, or otherwise connected with the Mortgaged Property or the ownership, use, operation, leasing, or occupancy thereof, including, without limitation, all permits, licenses, approvals, certificates of occupancy, building permits, zoning approvals, variances, entitlements, and governmental authorizations relating to the Mortgaged Property, all maps, plans, specifications, surveys, engineering reports, appraisals, and environmental reports relating to the Mortgaged Property, all trademarks, trade names, service marks, and goodwill relating to the Mortgaged Property, and all books, records, and files relating to any of the foregoing; and

(h) Proceeds. All proceeds and products of any and all of the foregoing, including, without limitation, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated claims, including, without limitation, proceeds of insurance and condemnation awards, and all cash and non-cash proceeds of any sale, exchange, or other disposition of any of the foregoing, and all other amounts from time to time paid or payable under or in connection with any of the foregoing.

All of the foregoing, collectively, the "Mortgaged Property."

Section 1.02 — Habendum.

TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in any way appertaining, unto Mortgagee, as Collateral Agent for the benefit of the Secured Parties, and its successors and assigns, forever; PROVIDED, HOWEVER, that if the Obligations are indefeasibly paid and performed in full in cash, all Letters of Credit have been terminated or cash collateralized in accordance with the Credit Agreement, and all Commitments under the Credit Agreement are terminated, then this Mortgage and the estate, lien, and security interest hereby granted shall become null and void and shall be released and discharged in accordance with Section 8.09 hereof.

Section 1.03 — Secured Obligations.

This Mortgage is given to secure the prompt and complete payment and performance of all "Obligations" as defined in the Credit Agreement, including, without limitation:

(a) all principal of all Loans and all reimbursement obligations in respect of Letters of Credit, in each case in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000) outstanding at any time;

(b) all interest accrued and accruing on the Loans and all other Obligations (including interest accruing at the then-applicable rate after the maturity of the Loans and the other Obligations and interest accruing at the then-applicable rate after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding);

(c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, the upfront fee in the amount of Four Hundred Thousand Dollars ($400,000), the administrative agent fee in the amount of Seventy-Five Thousand Dollars ($75,000) per annum, unused line fees, letter of credit fees, and all other fees described therein;

(d) all costs, expenses, and indemnification obligations owing under the Credit Agreement or any other Loan Document, including, without limitation, all costs and expenses incurred in connection with the enforcement or protection of the rights of the Secured Parties under the Loan Documents, including reasonable attorneys' fees and disbursements; and

(e) all other amounts owing or obligations arising under or in connection with the Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, liquidated or unliquidated, and howsoever evidenced, held, or acquired.

All of the foregoing are collectively referred to herein as the "Secured Obligations."

ARTICLE 2

ASSIGNMENT OF LEASES AND RENTS

Section 2.01 — Assignment.

Mortgagor hereby absolutely, presently, and unconditionally assigns, transfers, sets over, and conveys to Mortgagee, as Collateral Agent for the benefit of the Secured Parties, all of Mortgagor's right, title, and interest in, to, and under all existing and future Leases of the Mortgaged Property and all Rents arising therefrom or relating thereto, whether now due, past due, or to become due. This assignment is a present, absolute assignment, and not merely an assignment for additional security, and shall be effective immediately. Mortgagor acknowledges that Mortgagee's right to the Rents is not contingent upon Mortgagee's taking possession of the Mortgaged Property. Nothing contained herein shall be construed to bind Mortgagee to the performance of any of the covenants, conditions, or provisions contained in any Lease or otherwise impose any obligation upon Mortgagee, including, without limitation, any liability under any Lease as a result of the exercise by Mortgagee of any of its rights hereunder.

Section 2.02 — License to Collect Rents.

Notwithstanding the foregoing absolute assignment, Mortgagee hereby grants to Mortgagor a revocable, non-exclusive license to collect and receive all Rents from the Mortgaged Property as they become due and payable, to apply the same to the payment of taxes, assessments, insurance premiums, operating expenses, maintenance costs, and other amounts required to be paid in connection with the ownership and operation of the Mortgaged Property, and to retain and use any remaining Rents in the ordinary course of Mortgagor's business. Such license shall remain in effect so long as no Event of Default shall have occurred and be continuing under the Credit Agreement or any other Loan Document. Upon the occurrence and during the continuance of any Event of Default, such license shall automatically and immediately terminate without further notice or demand from Mortgagee, and Mortgagee shall thereupon be entitled to collect and receive all Rents directly, and to apply the same to the Secured Obligations in such order and manner as Mortgagee shall determine in accordance with the Credit Agreement.

Section 2.03 — No Modification of Leases.

Without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed), Mortgagor shall not:

(a) cancel, terminate, surrender, or accept the surrender of any Lease affecting the Mortgaged Property (other than in the ordinary course of business upon the expiration of the stated term of such Lease);

(b) amend, modify, supplement, or waive any material term or condition of any Lease (including, without limitation, any provision relating to the amount of Rent, the term of such Lease, any renewal or extension option, or any security deposit);

(d) enter into any new Lease on terms that are not consistent with then-prevailing market terms and conditions for properties of similar type, location, and quality in the relevant market area; or

(e) consent to any assignment or subletting of any Lease, except as expressly permitted under the terms of such Lease as in effect on the date hereof or as otherwise approved by Mortgagee.

Section 2.04 — Tenant Notification.

Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right (but not the obligation) to notify any and all tenants, licensees, and other occupants of the Mortgaged Property, by written notice, that the Leases and Rents have been assigned to Mortgagee and that all Rents are to be paid directly to Mortgagee or its designee at such address as Mortgagee shall specify. Mortgagor hereby irrevocably authorizes and directs each tenant, licensee, and occupant of the Mortgaged Property, upon receipt of such written notice from Mortgagee, to pay all Rents directly to Mortgagee or its designee, and each such tenant, licensee, and occupant shall be entitled to rely upon and comply with any such notice without any obligation to inquire as to whether an Event of Default has in fact occurred or is continuing. Mortgagor agrees that no tenant, licensee, or occupant shall have any liability to Mortgagor for any amounts paid to Mortgagee pursuant to this Section 2.04.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

Mortgagor hereby represents and warrants to Mortgagee, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, as follows:

Section 3.01 — Title and Authority.

(a) Mortgagor is the lawful fee simple owner of the Mortgaged Property (with respect to each Mortgagor Entity's respective parcels as identified in Exhibit A), free and clear of all liens, claims, charges, encumbrances, security interests, rights-of-way, easements, covenants, conditions, restrictions, and other title defects of any nature whatsoever, except for those liens and encumbrances expressly permitted under the Credit Agreement as "Permitted Liens" (as defined therein).

(b) Greenfield Grain Storage LLC is an Iowa limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Iowa (EIN: 84-2093417). GGS has full power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified and authorized to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).

(c) Greenfield Agricultural Partners LLC is an Iowa limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Iowa (Iowa Secretary of State Filing No. 622847; EIN: 47-3918265). GAP has full power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified and authorized to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

(d) Each Mortgagor Entity has full limited liability company power and authority to execute, deliver, and perform its obligations under this Mortgage, to grant the lien, security interest, and assignment herein provided for, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Mortgage by each Mortgagor Entity has been duly authorized by all necessary limited liability company action on the part of such Mortgagor Entity, including the requisite approvals of its members and managers, and no further consent, authorization, or approval is required in connection therewith.

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

Section 3.02 — No Conflicts.

(a) The execution, delivery, and performance of this Mortgage by each Mortgagor Entity, and the consummation of the transactions contemplated hereby, do not and will not (i) violate, conflict with, or result in a breach of any provision of the certificate of organization, operating agreement, or other organizational documents of such Mortgagor Entity, (ii) violate, conflict with, or result in a default under any applicable federal, state, or local law, statute, rule, regulation, ordinance, order, judgment, decree, or injunction (including, without limitation, the laws of the State of Iowa), or (iii) violate, conflict with, result in a breach or default under, or give rise to any right of termination, cancellation, or acceleration under any material agreement, contract, mortgage, deed of trust, lease, license, permit, or other instrument to which such Mortgagor Entity is a party or by which any of its properties is bound.

(b) No consent, approval, authorization, license, permit, or order of, or registration, qualification, declaration, notice, or filing with, any governmental authority or any other person or entity is required in connection with the execution, delivery, and performance of this Mortgage by any Mortgagor Entity or the consummation of the transactions contemplated hereby, except for (i) the recording of this Mortgage in the offices of the County Recorders of the applicable Iowa counties in which the Mortgaged Property is located, (ii) the filing of UCC financing statements with the Iowa Secretary of State, and (iii) such other filings, recordings, and registrations as have been duly made or obtained prior to the date hereof.

Section 3.03 — First Lien Priority.

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

(b) The existing mortgages, assignments of rents, UCC financing statements, and other security instruments held by Prairie National Bank, N.A. with respect to the Mortgaged Property, recorded in the offices of the County Recorders of Polk County and eight (8) additional Iowa counties, and filed with the Iowa Secretary of State (including, without limitation, UCC-1 Filing Nos. 2018-0041729 and 2018-0041730, each filed on April 2, 2018), are to be released and terminated, and UCC-3 termination statements are to be filed, upon payoff and full satisfaction of all amounts outstanding under the Existing PNB Facility, in each case on or prior to the closing date of the Credit Agreement.

Section 3.04 — Property Information.

(a) The Mortgaged Property includes fourteen (14) grain elevator sites owned by GGS and the Headquarters Property owned by GAP, all located in the State of Iowa, with an aggregate appraised value of approximately Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000), which amount includes the appraised values of the GCI properties located in the State of Illinois that are subject to a separate mortgage instrument in the Illinois form (the "Illinois Mortgage").

(b) The Iowa-specific properties consist of (i) the Headquarters Property located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Polk County, Iowa 50309, and (ii) the fourteen (14) grain elevator sites located in Polk County and such additional Iowa counties as are identified on Exhibit A hereto and the Real Property Collateral Schedule.

(c) To the knowledge of Mortgagor, the Mortgaged Property is not located in a Special Flood Hazard Area ("SFHA") as designated on the current effective Flood Insurance Rate Map published by the Federal Emergency Management Agency ("FEMA"); provided, however, that to the extent any portion of the Mortgaged Property is located in a designated SFHA, Mortgagor maintains flood insurance in compliance with the requirements of the National Flood Insurance Act of 1968, as amended, the Flood Disaster Protection Act of 1973, as amended, the National Flood Insurance Reform Act of 1994, as amended, the Biggert-Waters Flood Insurance Reform Act of 2012, as amended, and the requirements of the Credit Agreement, including the minimum coverage amounts and deductibles specified therein.

Section 3.05 — Taxes and Assessments.

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

Section 3.06 — No Prior Assignment.

Mortgagor has not previously assigned, pledged, hypothecated, or otherwise encumbered the Rents or any interest therein, except for the existing assignment of rents in favor of Prairie National Bank, N.A. in connection with the Existing PNB Facility, which assignment is to be released and terminated upon payoff of the Existing PNB Facility on or prior to the closing date of the Credit Agreement.

Section 3.07 — Environmental.

(a) To the knowledge of Mortgagor, the Mortgaged Property is in compliance in all material respects with all applicable federal, state, and local environmental laws, rules, regulations, and ordinances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Iowa Environmental Quality Act (Iowa Code Chapter 455B), and all regulations promulgated thereunder (collectively, "Environmental Laws").

(b) To the knowledge of Mortgagor, no hazardous substances, hazardous materials, hazardous wastes, toxic substances, pollutants, contaminants, petroleum, petroleum products, or similar materials (collectively, "Hazardous Materials") are present on, in, under, or about the Mortgaged Property in amounts or concentrations that violate applicable Environmental Laws or that could reasonably be expected to give rise to any material liability or obligation of Mortgagor under applicable Environmental Laws.

(c) Without limiting the generality of the foregoing, Mortgagor acknowledges that the grain elevator sites constituting a portion of the Mortgaged Property are subject to federal and state regulations governing grain dust management, explosion prevention, and air quality, including, without limitation, the Occupational Safety and Health Administration ("OSHA") Grain Handling Facilities Standard (29 C.F.R. § 1910.272), United States Environmental Protection Agency ("EPA") regulations, and Iowa Department of Natural Resources ("Iowa DNR") air quality and emissions regulations applicable to agricultural grain elevator operations. To the knowledge of Mortgagor, the grain elevator sites are in compliance in all material respects with all such applicable regulations.

(d) To the knowledge of Mortgagor, there are no pending or threatened claims, actions, suits, proceedings, investigations, or inquiries by any governmental authority or any other person with respect to the presence, release, or threatened release of any Hazardous Materials on, in, under, or migrating to or from the Mortgaged Property, and Mortgagor has not received any notice of violation, order, directive, or request for information from any governmental authority under or relating to any Environmental Laws with respect to the Mortgaged Property.

Section 3.08 — Insurance.

The Mortgaged Property is insured under insurance policies that comply in all respects with the requirements of the Credit Agreement, placed through Redwood Insurance Group, Inc. (insurance broker), with Northstar Mutual Insurance Company as the primary crop and property insurer, and with such other carriers and underwriters as are necessary to satisfy the insurance requirements of the Credit Agreement. All such policies are in full force and effect, all premiums currently due thereon have been paid, and Mortgagor has not received any notice of cancellation, non-renewal, or material modification with respect to any such policy. Copies or certificates of all such insurance policies have been delivered to Mortgagee in accordance with the Credit Agreement.

ARTICLE 4

COVENANTS OF MORTGAGOR

Mortgagor hereby covenants and agrees with Mortgagee as follows:

Section 4.01 — Payment of Secured Obligations.

Mortgagor shall promptly pay, perform, and discharge all Secured Obligations in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents, including, without limitation, all principal, interest, fees, costs, expenses, indemnification obligations, and all other amounts owing thereunder, as and when due, whether at the stated maturity, upon acceleration, or otherwise.

Section 4.02 — Maintenance and Repair.

(a) Mortgagor shall maintain, preserve, and keep the Mortgaged Property, including, without limitation, all grain elevators, grain storage facilities, grain bins, silos, drying equipment, conveyor systems, receiving and shipping facilities, the Headquarters Property, and all other Improvements and Fixtures, in good condition, working order, and repair (ordinary wear and tear excepted), and shall make or cause to be made all necessary repairs, replacements, and renewals thereof, whether interior or exterior, structural or non-structural, ordinary or extraordinary.

(b) Mortgagor shall not commit or permit any waste, impairment, deterioration, or abandonment of the Mortgaged Property or any part thereof, and shall not do or permit to be done anything that would materially diminish the value or utility of the Mortgaged Property.

(c) Mortgagor shall comply with all applicable laws, statutes, rules, regulations, ordinances, codes, standards, orders, and requirements of all federal, state, county, municipal, and other governmental authorities having jurisdiction over the Mortgaged Property, including, without limitation, applicable requirements of OSHA (including the Grain Handling Facilities Standard, 29 C.F.R. § 1910.272), the EPA, the Iowa DNR, the United States Department of Agriculture ("USDA"), and all building codes, zoning laws, and land use regulations, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect.

Section 4.03 — Insurance.

(a) Mortgagor shall maintain insurance on the Mortgaged Property in such types, amounts, forms, and with such carriers as are required by the Credit Agreement and as are reasonably satisfactory to Mortgagee, including, without limitation:

(i) Property and Casualty Insurance. "All risk" or "special form" property insurance covering the Mortgaged Property (including all Improvements and Fixtures) against loss or damage by fire, lightning, windstorm, hail, explosion, riot, civil commotion, smoke, and such other risks as are customarily insured against for properties of similar type, location, and use, in an amount not less than the full replacement cost of the Improvements (without deduction for depreciation);

(ii) Commercial General Liability Insurance. Commercial general liability insurance covering claims for bodily injury, personal injury, and property damage occurring on, in, or about the Mortgaged Property, with combined single limits of not less than such amounts as are required under the Credit Agreement;

(iii) Business Interruption Insurance. Business interruption and loss of rents insurance in amounts sufficient to cover not less than twelve (12) months of projected Rents and operating expenses with respect to the Mortgaged Property;

(iv) Crop Insurance. Insurance on stored grain inventory to the extent such inventory constitutes part of the Mortgaged Property, in types and amounts consistent with industry practice for commercial grain elevator operations; and

(v) Flood Insurance. If any portion of the Mortgaged Property is located in a Special Flood Hazard Area as designated by FEMA, flood insurance in an amount not less than the maximum limit of coverage available under the National Flood Insurance Program or such greater amount as may be required under the Credit Agreement.

(b) All property and casualty insurance policies and business interruption insurance policies shall name Mortgagee (as Collateral Agent for the benefit of the Secured Parties) as loss payee under a standard mortgagee clause (non-contributory, without offset or counterclaim), and all liability insurance policies shall name Mortgagee as an additional insured, in each case as its interests may appear.

(c) Insurance shall be maintained with Northstar Mutual Insurance Company or such other carriers and underwriters as are reasonably acceptable to Mortgagee, each of which shall have a financial strength rating of not less than "A-" and a financial size category of not less than "VII" from A.M. Best Company (or an equivalent rating from another nationally recognized rating agency acceptable to Mortgagee).

(d) Reference is hereby made to the Assignment of Insurance delivered by Mortgagor to Mortgagee as a separate closing deliverable under the Credit Agreement, pursuant to which Mortgagor has assigned to Mortgagee all rights to insurance proceeds with respect to the Mortgaged Property.

(e) Mortgagor shall promptly deliver to Mortgagee certificates of insurance, copies of all insurance policies, and evidence of premium payments, and shall provide not less than thirty (30) days' prior written notice to Mortgagee of any cancellation, non-renewal, or material modification of any insurance policy required hereunder.

Section 4.04 — Taxes and Assessments.

(a) Mortgagor shall pay and discharge, or cause to be paid and discharged, prior to delinquency, all real property taxes, general and special assessments, ground rents, water charges, sewer charges, and all other charges, levies, and impositions of any kind or nature levied, assessed, charged, or imposed by any governmental authority against the Mortgaged Property or any part thereof. Mortgagor shall, upon request by Mortgagee, promptly furnish evidence satisfactory to Mortgagee of the payment of all such taxes, assessments, and charges.

(b) Mortgagor may, in good faith and by appropriate proceedings diligently conducted, contest the validity or amount of any such tax, assessment, or charge, provided that (i) Mortgagor has given prior written notice to Mortgagee of such contest, (ii) no lien, execution, or levy has attached or been made against the Mortgaged Property (or, if such lien, execution, or levy has attached, it has been stayed or bonded), (iii) appropriate reserves have been established in accordance with generally accepted accounting principles, and (iv) such contest does not subject Mortgagee or the Mortgaged Property to any risk of forfeiture or loss.

(c) If Mortgagor fails to pay any taxes, assessments, or charges when due (and such failure continues for a period of ten (10) days after notice from Mortgagee), Mortgagee may (but shall not be obligated to) pay such taxes, assessments, or charges, and Mortgagee shall have the right to establish a tax escrow account and to require Mortgagor to deposit with Mortgagee, on a monthly basis, an amount estimated by Mortgagee to be sufficient to pay all real property taxes and assessments when due.

Section 4.05 — Compliance with Laws.

Mortgagor shall comply in all material respects with all applicable federal, state, county, municipal, and other governmental laws, statutes, rules, regulations, ordinances, codes, standards, orders, and requirements (collectively, "Applicable Laws"), including, without limitation, Environmental Laws, zoning laws, building codes, land use regulations, Iowa grain warehouse and elevator licensing requirements (including applicable provisions of Iowa Code Chapters 203, 203C, and 203D and regulations of the Iowa Department of Agriculture and Land Stewardship), USDA regulations, OSHA regulations, and all other Applicable Laws pertaining to the ownership, operation, use, maintenance, and occupancy of the Mortgaged Property and the business conducted thereon. Mortgagor shall maintain in full force and effect all licenses, permits, approvals, and authorizations required under Applicable Laws for the ownership and operation of the Mortgaged Property, including all grain elevator and warehouse licenses issued by the State of Iowa.

Section 4.06 — Defense of Title.

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

Section 4.07 — No Liens.

Mortgagor shall not create, incur, assume, or suffer to exist any lien, mortgage, deed of trust, security interest, pledge, charge, encumbrance, easement, covenant, condition, restriction, or other title defect on or with respect to the Mortgaged Property or any part thereof, or the Rents or any part thereof, other than Permitted Liens (as defined in the Credit Agreement). Mortgagor shall promptly discharge or bond over any mechanics' lien, materialmen's lien, judgment lien, or other involuntary lien that may attach to the Mortgaged Property and that does not constitute a Permitted Lien within thirty (30) days after Mortgagor first becomes aware of the filing or attachment thereof.

Section 4.08 — No Transfer or Encumbrance.

Mortgagor shall not, directly or indirectly, sell, transfer, assign, convey, lease (other than Leases entered into in the ordinary course of business and in compliance with Section 2.03 hereof), exchange, encumber, hypothecate, pledge, or otherwise dispose of all or any part of the Mortgaged Property, or any legal or beneficial interest therein, without the prior written consent of Mortgagee, except as expressly permitted under the Credit Agreement (including dispositions permitted under the "Asset Sales" covenant therein). Any sale, transfer, or other disposition of the Mortgaged Property in violation of this Section 4.08 shall be void and of no force or effect.

Section 4.09 — Alterations and Improvements.

Mortgagor shall not make or permit any material structural alteration, demolition, removal, or new construction on or to the Mortgaged Property without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, however, that Mortgagor may, without the consent of Mortgagee, perform routine maintenance, non-structural repairs, and ordinary course improvements to the Mortgaged Property, and may undertake capital improvements costing less than Five Hundred Thousand Dollars ($500,000) individually and One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate during any twelve-month period, in each case so long as such work does not materially and adversely affect the structural integrity or value of the Mortgaged Property and is performed in compliance with all Applicable Laws. All alterations, improvements, and additions to the Mortgaged Property shall immediately become part of the Mortgaged Property and shall be subject to the lien and security interest of this Mortgage.

Section 4.10 — Environmental Covenants.

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

(b) Mortgagor shall promptly notify Mortgagee in writing of (i) any release or threatened release of Hazardous Materials on, in, under, or from the Mortgaged Property, (ii) any environmental claim, complaint, action, investigation, or proceeding by any governmental authority or any other person relating to the Mortgaged Property, (iii) any violation or alleged violation of any Environmental Law with respect to the Mortgaged Property, and (iv) any remediation, cleanup, or corrective action required with respect to the Mortgaged Property under any Environmental Law.

(c) Mortgagor shall promptly undertake, at its sole cost and expense, any investigation, remediation, cleanup, or corrective action required under applicable Environmental Laws with respect to the Mortgaged Property, and shall comply with all orders, directives, and requirements of applicable governmental authorities in connection therewith.

(d) Mortgagor shall indemnify, defend, and hold harmless Mortgagee, the Administrative Agent, each Lender, and each other Secured Party, and their respective officers, directors, employees, agents, successors, and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs of investigation, remediation, and cleanup) arising out of or relating to (i) any breach of the representations, warranties, or covenants of Mortgagor set forth in Section 3.07 or this Section 4.10, (ii) the presence, release, or threatened release of any Hazardous Materials on, in, under, or from the Mortgaged Property, or (iii) any violation of any Environmental Law with respect to the Mortgaged Property. The obligations of Mortgagor under this Section 4.10(d) shall survive the repayment of the Secured Obligations, the release of this Mortgage, and any foreclosure of this Mortgage or acceptance of a deed in lieu of foreclosure.

Section 4.11 — Condemnation.

(a) Mortgagor shall promptly notify Mortgagee in writing of any actual or threatened condemnation, eminent domain, or similar proceeding affecting all or any part of the Mortgaged Property, or any negotiations or proceedings in lieu of condemnation.

(b) Mortgagee shall have the right to participate in any such condemnation proceeding and to approve any settlement or compromise thereof. Mortgagor shall not settle, compromise, or otherwise resolve any such condemnation proceeding without the prior written consent of Mortgagee.

(c) All condemnation awards and proceeds shall be paid to Mortgagee and applied in accordance with the terms of the Credit Agreement. Mortgagor hereby assigns to Mortgagee all rights to receive any and all condemnation awards or proceeds with respect to the Mortgaged Property.

Section 4.12 — Estoppel Certificates.

Within fifteen (15) days after Mortgagee's written request therefor, Mortgagor shall deliver to Mortgagee a written estoppel certificate, duly executed by an authorized officer or manager of Mortgagor, certifying (a) whether any Event of Default, or any event or condition that with the giving of notice or lapse of time or both would constitute an Event of Default, has occurred and is continuing (and, if so, specifying in reasonable detail the nature thereof), (b) the outstanding principal balance and accrued interest on the Loans, and all other amounts owing under the Loan Documents, to the best of Mortgagor's knowledge, (c) the status of any Leases affecting the Mortgaged Property, including the identities of tenants, the terms and expiration dates of such Leases, current rental rates, and the status of any security deposits, and (d) such other information as Mortgagee may reasonably request with respect to the Mortgaged Property or the Secured Obligations.

Section 4.13 — Further Assurances.

Mortgagor shall, at its sole cost and expense, promptly execute and deliver to Mortgagee, or cause to be executed and delivered, such further instruments, agreements, certificates, documents, and assurances, and take such further actions, as Mortgagee may from time to time reasonably request in order to (a) carry out the intent and purposes of this Mortgage and the other Loan Documents, (b) confirm, create, evidence, preserve, protect, and perfect the first-priority lien, security interest, and assignment granted or intended to be granted to Mortgagee hereby, (c) enable Mortgagee to exercise and enforce its rights and remedies hereunder and under the other Loan Documents with respect to the Mortgaged Property, and (d) comply with all Applicable Laws relating to the recordation, filing, and perfection of liens and security interests with respect to real and personal property. Without limiting the generality of the foregoing, Mortgagor shall cooperate with Mortgagee in connection with (i) any title insurance endorsement or title bringdown requested by Mortgagee, (ii) any survey update or recertification requested by Mortgagee, and (iii) the recording of any amendment, supplement, or modification to this Mortgage as may be requested by Mortgagee.

ARTICLE 5

CASUALTY AND CONDEMNATION

Section 5.01 — Casualty.

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

(b) All insurance proceeds payable in connection with any casualty affecting the Mortgaged Property shall be paid to Mortgagee (as loss payee under the applicable insurance policy) and shall be applied as provided in the Credit Agreement. Without limiting the generality of the foregoing, the Credit Agreement generally provides that:

(i) If no Event of Default has occurred and is continuing, and if Mortgagor demonstrates to the reasonable satisfaction of Mortgagee that (A) the damaged or destroyed Improvements can be restored to their condition immediately prior to the casualty within a period specified in the Credit Agreement, (B) the insurance proceeds (together with any additional funds committed by Mortgagor) are sufficient to complete such restoration, and (C) the Mortgaged Property will, upon completion of such restoration, constitute adequate collateral security for the Secured Obligations, then the insurance proceeds may be made available to Mortgagor for the restoration of the damaged or destroyed Improvements, subject to customary disbursement conditions; and

(ii) If the conditions set forth in clause (i) above are not satisfied, or if an Event of Default has occurred and is continuing, the insurance proceeds shall be applied to the Secured Obligations in such order and manner as specified in the Credit Agreement.

(c) Notwithstanding the foregoing, if the aggregate amount of insurance proceeds for any single casualty event does not exceed Two Hundred Fifty Thousand Dollars ($250,000) and no Event of Default has occurred and is continuing, such proceeds shall be paid directly to Mortgagor for application to restoration of the Mortgaged Property.

(d) No casualty event affecting the Mortgaged Property shall relieve Mortgagor of its obligations to pay and perform the Secured Obligations in accordance with the Loan Documents.

Section 5.02 — Condemnation.

(a) All awards, compensation, settlements, damages, and other payments (and the right to receive the same) arising from or in connection with any condemnation, eminent domain, or other governmental or quasi-governmental taking of, or damage to, all or any part of the Mortgaged Property are hereby absolutely assigned to and shall be paid to Mortgagee. Mortgagor hereby irrevocably authorizes and directs any condemning authority to make payment of any and all such awards directly to Mortgagee.

(b) Condemnation awards and proceeds shall be applied as provided in the Credit Agreement, which generally provides that such proceeds shall be applied to prepay the Loans and reduce the Commitments unless Mortgagee, in its reasonable discretion, permits the application of such proceeds to restoration of the remaining Mortgaged Property.

(c) Mortgagor shall not be entitled to any portion of any condemnation award until all Secured Obligations have been indefeasibly paid and satisfied in full and all Commitments under the Credit Agreement have been terminated.

ARTICLE 6

EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default.

An "Event of Default" under this Mortgage shall exist upon the occurrence of any Event of Default under and as defined in the Credit Agreement (the definition of which is hereby incorporated by reference as if set forth herein in its entirety), including, without limitation, the occurrence of any of the following:

(a) failure of the Borrower or any Guarantor to pay any principal of any Loan, any reimbursement obligation in respect of any Letter of Credit, or any interest, fee, or other amount owing under the Loan Documents when and as the same shall become due and payable, whether at the stated maturity, upon acceleration, or otherwise;

(b) any representation or warranty made or deemed made by any Loan Party in this Mortgage, the Credit Agreement, or any other Loan Document, or in any certificate, report, financial statement, or other document delivered in connection herewith or therewith, shall prove to have been incorrect or misleading in any material respect when made or deemed made;

(c) failure of any Loan Party to observe or perform any covenant, agreement, or obligation contained in this Mortgage or any other Loan Document (subject to any applicable notice and cure periods specified in the Credit Agreement);

(d) any Loan Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, or similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of such Loan Party or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action to authorize any of the foregoing;

(e) one or more final, non-appealable judgments for the payment of money in excess of the threshold amounts set forth in the Credit Agreement shall be rendered against any Loan Party and shall remain undischarged, unbonded, or unstayed for a period in excess of sixty (60) consecutive days;

(f) any Loan Party shall default in the payment of any principal of or interest on any other Indebtedness (as defined in the Credit Agreement) in an aggregate principal amount in excess of the threshold amount set forth in the Credit Agreement, or any other event or condition shall occur that results in such other Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders thereof to declare such Indebtedness to be due and payable prior to its scheduled maturity; and

(g) a Change of Control (as defined in the Credit Agreement) shall have occurred, including, without limitation, any event or circumstance whereby the Lindstrom Family Trust (or its successor) ceases to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding equity interests (on a fully diluted basis) of Greenfield Holdings Corp.

Section 6.02 — Remedies Upon Default.

Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, exercise any or all of the following rights and remedies, in any combination and in any order, without notice or demand (except as expressly required by Applicable Law):

(a) Foreclosure. Mortgagee may institute an action to foreclose this Mortgage by judicial proceeding in accordance with the provisions of Iowa Code Chapter 654 (or any successor statute), and may prosecute the same to judgment and execution for the entire amount of the Secured Obligations, together with all costs and expenses of foreclosure, including reasonable attorneys' fees. Mortgagee may also pursue foreclosure by advertisement or exercise of power of sale to the extent permitted under applicable Iowa law. At any foreclosure sale, Mortgagee may bid for and purchase the Mortgaged Property or any part thereof, and Mortgagee shall be entitled to apply all or any portion of the Secured Obligations as a credit bid against the purchase price.

(b) Entry and Possession. Mortgagee may enter upon and take possession of the Mortgaged Property, manage and operate the same, make repairs and alterations, and do any and all things in connection with the management and operation thereof that Mortgagee deems advisable, and may collect all Rents and apply the same, after deducting all costs and expenses of operation, management, and collection (including reasonable attorneys' fees and compensation to any managing agent), to the Secured Obligations in such order and manner as Mortgagee shall determine. Such entry and taking of possession shall not cure or waive any Event of Default or invalidate any act done in response to such Event of Default or pursuant to any notice of default.

(c) Receiver. Mortgagee may apply to any court of competent jurisdiction for the appointment of a receiver of the Mortgaged Property and the Rents, as a matter of right and without notice to Mortgagor, without regard to the adequacy of the security or the solvency of any Loan Party, and without the necessity of posting any bond. Mortgagor hereby irrevocably consents to the appointment of such a receiver and agrees not to oppose any application by Mortgagee for the appointment of a receiver. Any receiver so appointed shall have all powers customarily granted to receivers in the State of Iowa, including the power to manage, operate, and maintain the Mortgaged Property, to collect and apply Rents, to make repairs and improvements, and to exercise such other powers as the court may authorize.

(d) UCC Remedies. To the extent that any portion of the Mortgaged Property constitutes personal property or fixtures under the Iowa Uniform Commercial Code (Iowa Code Article 9, Iowa Code Chapter 554), Mortgagee may exercise all rights and remedies available to a secured party under the Iowa Uniform Commercial Code, including, without limitation, the right to take possession of such personal property, to require Mortgagor to assemble such personal property and make it available to Mortgagee at a place designated by Mortgagee, and to sell, lease, or otherwise dispose of such personal property in a commercially reasonable manner, either separately or together with the real property, at public or private sale. Mortgagor agrees that ten (10) days' prior written notice of any public or private sale of personal property shall constitute commercially reasonable notice.

(e) Other Remedies. Mortgagee may exercise any other rights and remedies available under the Credit Agreement, the Security Agreement, the Guaranty Agreement, the Pledge Agreement, and the other Loan Documents, or available at law or in equity, including, without limitation, the right to accelerate the maturity of the Secured Obligations, the right to set off, and the right to pursue any deficiency judgment.

Section 6.03 — Application of Proceeds.

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

(i) First, to the payment of all costs and expenses of foreclosure and sale, including reasonable attorneys' fees, receiver's fees, publication costs, title examination fees, and all costs and expenses incurred by Mortgagee in connection with the enforcement of this Mortgage;

(ii) Second, to the payment of the Secured Obligations

Prepared by and after recording return to: Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601
Attention: Sophie Tremblay
Recording Information: [Recording information — County Recorder to complete]
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
(Iowa Form)
Dated as of: ____, 20
Form Date: November 4, 2022
This instrument was prepared by Calderwood & Harkness LLP as counsel to the Mortgagor.
DRAFT — FORM FOR DISCUSSION PURPOSES ONLY
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PREAMBLE
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of ____, 20, by and among:
MORTGAGOR:
(i) GREENFIELD GRAIN STORAGE LLC, an Iowa limited liability company, with its principal place of business at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309 (EIN: 84-2093417) ("GGS"), as to those certain grain elevator properties more particularly described in Exhibit A attached hereto and made a part hereof; and
(ii) GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, with its principal place of business at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309 (EIN: 47-3918265) ("GAP"), as to that certain headquarters property more particularly described in Exhibit A attached hereto and made a part hereof,
(GGS and GAP are hereinafter referred to collectively as "Mortgagor" and individually as a "Mortgagor Entity"),
in favor of:
MORTGAGEE:
HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with its principal office at 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606, in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement (as defined below) (in such capacity, "Mortgagee" or the "Collateral Agent").
REFERENCE TO CREDIT AGREEMENT. Reference is hereby made to that certain Credit Agreement dated as of ____, 20 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company, as Borrower (the "Borrower"), the Guarantors party thereto from time to time (including, without limitation, Greenfield Holdings Corp., a Delaware corporation ("Holdings"), Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation ("GCI")), the Lenders party thereto from time to time (including Heartland Commerce Bank, N.A. ("HCB"), Meridian Agricultural Credit Corporation ("MACC"), and Tallgrass Capital Fund II, LP ("Tallgrass")), and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the "Administrative Agent" and "Collateral Agent," respectively). 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").
This Mortgage is executed and delivered by Mortgagor to secure all Obligations (as defined in the Credit Agreement) of the Borrower and each Guarantor to the Secured Parties under and in connection with the Credit Agreement and the other Loan Documents.
RECITALS
A. Greenfield Agricultural Partners LLC is the Borrower under the Credit Agreement, which provides for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000) among the Borrower, the Guarantors party thereto, the Lenders party thereto (HCB, MACC, and Tallgrass), and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent, for the purpose of financing the working capital, capital expenditure, and general corporate needs of the Borrower and its subsidiaries in connection with their agricultural storage, distribution, and crop input supply operations.
B. Greenfield Grain Storage LLC is a wholly owned subsidiary of GAP and a Subsidiary Guarantor under that certain Guaranty Agreement dated as of ____, 20 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty Agreement"), executed and delivered by each of the Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties. GGS is the fee simple owner of fourteen (14) grain elevator sites located in the State of Iowa, as more particularly described in Exhibit A attached hereto.
C. Greenfield Agricultural Partners LLC is the fee simple owner of that certain headquarters property located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Polk County, Iowa 50309, as more particularly described in Exhibit A attached hereto (the "Headquarters Property").
D. As a condition precedent to the initial extensions of credit under the Credit Agreement and the ABL Facility, and as a continuing condition to the obligations of the Lenders to make Loans and issue Letters of Credit thereunder, the Mortgagor is required to execute and deliver this Mortgage to the Collateral Agent for the benefit of the Secured Parties, granting a first-priority mortgage lien on and security interest in the Mortgaged Property (as defined herein) to secure the payment and performance of the Obligations.
E. Reference is hereby made to that certain Security Agreement dated as of ____, 20 (the "Security Agreement"), by and among the Borrower, the Guarantors party thereto, and the Collateral Agent, pursuant to which, among other things, the Borrower and each Guarantor has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property of such Loan Party, and to that certain Pledge Agreement of even date therewith (the "Pledge Agreement"), pursuant to which Holdings and the Borrower have pledged the equity interests of each of their direct subsidiaries to the Collateral Agent for the benefit of the Secured Parties.
F. The Mortgaged Property is currently encumbered by certain existing mortgages, assignments of rents, and related instruments held by Prairie National Bank, N.A. ("PNB") under that certain Revolving Credit Agreement dated as of April 1, 2018, as amended by the First Amendment thereto dated as of September 15, 2019, and the Second Amendment thereto dated as of March 1, 2021, providing for a revolving credit facility in the aggregate principal amount of up to Fifty-Five Million Dollars ($55,000,000) (as so amended, the "Existing PNB Facility"). The existing PNB mortgages are recorded in the offices of the County Recorders of Polk County and eight (8) additional Iowa counties. The Existing PNB Facility is to be repaid in full, and all existing PNB mortgages, assignments, UCC financing statements, and other security instruments relating thereto are to be released and terminated, upon payoff in connection with the closing of the Credit Agreement and the ABL Facility.
NOW, THEREFORE, in consideration of the premises, the extensions of credit under the Credit Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor hereby agrees as follows:
ARTICLE 1
GRANT OF MORTGAGE LIEN
Section 1.01 — Grant.
Mortgagor hereby irrevocably and unconditionally grants, mortgages, warrants, assigns, transfers, and conveys to Mortgagee, as Collateral Agent for the benefit of the Secured Parties, with full mortgage covenants and warranty, a first-priority mortgage lien on and security interest in, all of Mortgagor's right, title, and interest in, to, and under the following described property (collectively, the "Mortgaged Property"):
(a) Land. All those certain parcels, tracts, pieces, and lots of land more particularly described in Exhibit A attached hereto and incorporated herein by reference (collectively, the "Land"), located in the following Iowa counties: Polk County (as to the Headquarters Property) and such additional Iowa counties in which the fourteen (14) grain elevator sites owned by GGS are situated (each as identified on the Real Property Collateral Schedule delivered as a closing deliverable under the Credit Agreement and as set forth in Exhibit A hereto), together with all right, title, and interest of Mortgagor in and to all streets, roads, alleys, passages, and public ways adjacent to or abutting the Land or any part thereof;
(b) Improvements. All buildings, structures, grain storage facilities, grain elevators, grain bins, silos, distribution facilities, receiving and shipping facilities, driveways, parking areas, loading docks, office buildings, maintenance shops, scale houses, conveyor systems, leg systems, aeration systems, drying floors, and all other fixtures, structures, and improvements of every kind and description now or at any time hereafter erected, constructed, placed, or situated upon the Land or any part thereof, including, without limitation, all replacements, substitutions, and additions thereto and all materials incorporated therein (collectively, the "Improvements");
(c) Easements and Appurtenances. All easements, rights-of-way, strips, gores, water rights, water courses, ditches, and drainage rights, mineral rights (to the extent owned by Mortgagor), air rights, development rights, privileges, hereditaments, tenements, and appurtenances belonging to, benefitting, or in any way appertaining to the Land or the Improvements, and all right, title, and interest of Mortgagor in and to any and all adjoining property, including any after-acquired right, title, or interest therein;
(d) Fixtures and Equipment. All fixtures, machinery, equipment (including, without limitation, grain handling equipment, grain dryers, grain cleaners, grain drying and storage equipment, scales, conveyor belts, bucket elevators, augers, fans, heaters, moisture meters, and temperature monitoring systems), appliances, furniture, furnishings, apparatus, and articles of personal property of every kind and description now or at any time hereafter attached to, installed in, or used in connection with the Land and the Improvements, together with all accessions, replacements, and substitutions therefor, to the extent that any of the foregoing constitutes real property or fixtures under the laws of the State of Iowa (collectively, the "Fixtures");
(e) Leases and Rents. All leases, subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral) now existing or hereafter entered into affecting all or any part of the Mortgaged Property, together with all guaranties, amendments, modifications, extensions, and renewals thereof (collectively, the "Leases"), and all rents, issues, profits, revenues, royalties, bonuses, income, receipts, security deposits, and other payments and benefits arising from the use, enjoyment, or occupancy of the Mortgaged Property or any portion thereof (collectively, the "Rents");
(f) Condemnation Awards and Insurance Proceeds. All awards, compensation, settlements, proceeds, damages, claims, and other payments (and the right to receive the same) arising from or in connection with any condemnation, eminent domain, or other governmental or quasi-governmental taking of, or damage to, all or any part of the Mortgaged Property, and all proceeds of any insurance policies covering all or any part of the Mortgaged Property (including, without limitation, casualty insurance, title insurance, and rental loss insurance), together with any interest thereon and all unearned premiums;
(g) Accounts and Intangibles Relating to Real Property. All accounts, accounts receivable, contract rights, general intangibles, instruments, documents, and chattel paper arising from, relating to, or otherwise connected with the Mortgaged Property or the ownership, use, operation, leasing, or occupancy thereof, including, without limitation, all permits, licenses, approvals, certificates of occupancy, building permits, zoning approvals, variances, entitlements, and governmental authorizations relating to the Mortgaged Property, all maps, plans, specifications, surveys, engineering reports, appraisals, and environmental reports relating to the Mortgaged Property, all trademarks, trade names, service marks, and goodwill relating to the Mortgaged Property, and all books, records, and files relating to any of the foregoing; and
(h) Proceeds. All proceeds and products of any and all of the foregoing, including, without limitation, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquidated claims, including, without limitation, proceeds of insurance and condemnation awards, and all cash and non-cash proceeds of any sale, exchange, or other disposition of any of the foregoing, and all other amounts from time to time paid or payable under or in connection with any of the foregoing.
All of the foregoing, collectively, the "Mortgaged Property."
Section 1.02 — Habendum.
TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in any way appertaining, unto Mortgagee, as Collateral Agent for the benefit of the Secured Parties, and its successors and assigns, forever; PROVIDED, HOWEVER, that if the Obligations are indefeasibly paid and performed in full in cash, all Letters of Credit have been terminated or cash collateralized in accordance with the Credit Agreement, and all Commitments under the Credit Agreement are terminated, then this Mortgage and the estate, lien, and security interest hereby granted shall become null and void and shall be released and discharged in accordance with Section 8.09 hereof.
Section 1.03 — Secured Obligations.
This Mortgage is given to secure the prompt and complete payment and performance of all "Obligations" as defined in the Credit Agreement, including, without limitation:
(a) all principal of all Loans and all reimbursement obligations in respect of Letters of Credit, in each case in an aggregate principal amount of up to Eighty Million Dollars ($80,000,000) outstanding at any time;
(b) all interest accrued and accruing on the Loans and all other Obligations (including interest accruing at the then-applicable rate after the maturity of the Loans and the other Obligations and interest accruing at the then-applicable rate after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding, relating to any Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding);
(c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, the upfront fee in the amount of Four Hundred Thousand Dollars ($400,000), the administrative agent fee in the amount of Seventy-Five Thousand Dollars ($75,000) per annum, unused line fees, letter of credit fees, and all other fees described therein;
(d) all costs, expenses, and indemnification obligations owing under the Credit Agreement or any other Loan Document, including, without limitation, all costs and expenses incurred in connection with the enforcement or protection of the rights of the Secured Parties under the Loan Documents, including reasonable attorneys' fees and disbursements; and
(e) all other amounts owing or obligations arising under or in connection with the Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, liquidated or unliquidated, and howsoever evidenced, held, or acquired.
All of the foregoing are collectively referred to herein as the "Secured Obligations."
ARTICLE 2
ASSIGNMENT OF LEASES AND RENTS
Section 2.01 — Assignment.
Mortgagor hereby absolutely, presently, and unconditionally assigns, transfers, sets over, and conveys to Mortgagee, as Collateral Agent for the benefit of the Secured Parties, all of Mortgagor's right, title, and interest in, to, and under all existing and future Leases of the Mortgaged Property and all Rents arising therefrom or relating thereto, whether now due, past due, or to become due. This assignment is a present, absolute assignment, and not merely an assignment for additional security, and shall be effective immediately. Mortgagor acknowledges that Mortgagee's right to the Rents is not contingent upon Mortgagee's taking possession of the Mortgaged Property. Nothing contained herein shall be construed to bind Mortgagee to the performance of any of the covenants, conditions, or provisions contained in any Lease or otherwise impose any obligation upon Mortgagee, including, without limitation, any liability under any Lease as a result of the exercise by Mortgagee of any of its rights hereunder.
Section 2.02 — License to Collect Rents.
Notwithstanding the foregoing absolute assignment, Mortgagee hereby grants to Mortgagor a revocable, non-exclusive license to collect and receive all Rents from the Mortgaged Property as they become due and payable, to apply the same to the payment of taxes, assessments, insurance premiums, operating expenses, maintenance costs, and other amounts required to be paid in connection with the ownership and operation of the Mortgaged Property, and to retain and use any remaining Rents in the ordinary course of Mortgagor's business. Such license shall remain in effect so long as no Event of Default shall have occurred and be continuing under the Credit Agreement or any other Loan Document. Upon the occurrence and during the continuance of any Event of Default, such license shall automatically and immediately terminate without further notice or demand from Mortgagee, and Mortgagee shall thereupon be entitled to collect and receive all Rents directly, and to apply the same to the Secured Obligations in such order and manner as Mortgagee shall determine in accordance with the Credit Agreement.
Section 2.03 — No Modification of Leases.
Without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed), Mortgagor shall not:
(a) cancel, terminate, surrender, or accept the surrender of any Lease affecting the Mortgaged Property (other than in the ordinary course of business upon the expiration of the stated term of such Lease);
(b) amend, modify, supplement, or waive any material term or condition of any Lease (including, without limitation, any provision relating to the amount of Rent, the term of such Lease, any renewal or extension option, or any security deposit);
(c) accept a prepayment of Rents under any Lease for more than one (1) month in advance of the due date thereof;
(d) enter into any new Lease on terms that are not consistent with then-prevailing market terms and conditions for properties of similar type, location, and quality in the relevant market area; or
(e) consent to any assignment or subletting of any Lease, except as expressly permitted under the terms of such Lease as in effect on the date hereof or as otherwise approved by Mortgagee.
Section 2.04 — Tenant Notification.
Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right (but not the obligation) to notify any and all tenants, licensees, and other occupants of the Mortgaged Property, by written notice, that the Leases and Rents have been assigned to Mortgagee and that all Rents are to be paid directly to Mortgagee or its designee at such address as Mortgagee shall specify. Mortgagor hereby irrevocably authorizes and directs each tenant, licensee, and occupant of the Mortgaged Property, upon receipt of such written notice from Mortgagee, to pay all Rents directly to Mortgagee or its designee, and each such tenant, licensee, and occupant shall be entitled to rely upon and comply with any such notice without any obligation to inquire as to whether an Event of Default has in fact occurred or is continuing. Mortgagor agrees that no tenant, licensee, or occupant shall have any liability to Mortgagor for any amounts paid to Mortgagee pursuant to this Section 2.04.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF MORTGAGOR
Mortgagor hereby represents and warrants to Mortgagee, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, as follows:
Section 3.01 — Title and Authority.
(a) Mortgagor is the lawful fee simple owner of the Mortgaged Property (with respect to each Mortgagor Entity's respective parcels as identified in Exhibit A), free and clear of all liens, claims, charges, encumbrances, security interests, rights-of-way, easements, covenants, conditions, restrictions, and other title defects of any nature whatsoever, except for those liens and encumbrances expressly permitted under the Credit Agreement as "Permitted Liens" (as defined therein).
(b) Greenfield Grain Storage LLC is an Iowa limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Iowa (EIN: 84-2093417). GGS has full power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified and authorized to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).
(c) Greenfield Agricultural Partners LLC is an Iowa limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Iowa (Iowa Secretary of State Filing No. 622847; EIN: 47-3918265). GAP has full power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified and authorized to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
(d) Each Mortgagor Entity has full limited liability company power and authority to execute, deliver, and perform its obligations under this Mortgage, to grant the lien, security interest, and assignment herein provided for, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Mortgage by each Mortgagor Entity has been duly authorized by all necessary limited liability company action on the part of such Mortgagor Entity, including the requisite approvals of its members and managers, and no further consent, authorization, or approval is required in connection therewith.
(e) This Mortgage has been duly executed and delivered by each Mortgagor Entity and constitutes the legal, valid, and binding obligation of each Mortgagor Entity, enforceable against each Mortgagor Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Section 3.02 — No Conflicts.
(a) The execution, delivery, and performance of this Mortgage by each Mortgagor Entity, and the consummation of the transactions contemplated hereby, do not and will not (i) violate, conflict with, or result in a breach of any provision of the certificate of organization, operating agreement, or other organizational documents of such Mortgagor Entity, (ii) violate, conflict with, or result in a default under any applicable federal, state, or local law, statute, rule, regulation, ordinance, order, judgment, decree, or injunction (including, without limitation, the laws of the State of Iowa), or (iii) violate, conflict with, result in a breach or default under, or give rise to any right of termination, cancellation, or acceleration under any material agreement, contract, mortgage, deed of trust, lease, license, permit, or other instrument to which such Mortgagor Entity is a party or by which any of its properties is bound.
(b) No consent, approval, authorization, license, permit, or order of, or registration, qualification, declaration, notice, or filing with, any governmental authority or any other person or entity is required in connection with the execution, delivery, and performance of this Mortgage by any Mortgagor Entity or the consummation of the transactions contemplated hereby, except for (i) the recording of this Mortgage in the offices of the County Recorders of the applicable Iowa counties in which the Mortgaged Property is located, (ii) the filing of UCC financing statements with the Iowa Secretary of State, and (iii) such other filings, recordings, and registrations as have been duly made or obtained prior to the date hereof.
Section 3.03 — First Lien Priority.
(a) This Mortgage constitutes (or, upon the recording hereof in the offices of the applicable County Recorders, will constitute) a valid and enforceable first-priority mortgage lien on and security interest in the Mortgaged Property in favor of Mortgagee, as Collateral Agent, subject only to Permitted Liens (as defined in the Credit Agreement).
(b) The existing mortgages, assignments of rents, UCC financing statements, and other security instruments held by Prairie National Bank, N.A. with respect to the Mortgaged Property, recorded in the offices of the County Recorders of Polk County and eight (8) additional Iowa counties, and filed with the Iowa Secretary of State (including, without limitation, UCC-1 Filing Nos. 2018-0041729 and 2018-0041730, each filed on April 2, 2018), are to be released and terminated, and UCC-3 termination statements are to be filed, upon payoff and full satisfaction of all amounts outstanding under the Existing PNB Facility, in each case on or prior to the closing date of the Credit Agreement.
Section 3.04 — Property Information.
(a) The Mortgaged Property includes fourteen (14) grain elevator sites owned by GGS and the Headquarters Property owned by GAP, all located in the State of Iowa, with an aggregate appraised value of approximately Sixty-Four Million Eight Hundred Thousand Dollars ($64,800,000), which amount includes the appraised values of the GCI properties located in the State of Illinois that are subject to a separate mortgage instrument in the Illinois form (the "Illinois Mortgage").
(b) The Iowa-specific properties consist of (i) the Headquarters Property located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Polk County, Iowa 50309, and (ii) the fourteen (14) grain elevator sites located in Polk County and such additional Iowa counties as are identified on Exhibit A hereto and the Real Property Collateral Schedule.
(c) To the knowledge of Mortgagor, the Mortgaged Property is not located in a Special Flood Hazard Area ("SFHA") as designated on the current effective Flood Insurance Rate Map published by the Federal Emergency Management Agency ("FEMA"); provided, however, that to the extent any portion of the Mortgaged Property is located in a designated SFHA, Mortgagor maintains flood insurance in compliance with the requirements of the National Flood Insurance Act of 1968, as amended, the Flood Disaster Protection Act of 1973, as amended, the National Flood Insurance Reform Act of 1994, as amended, the Biggert-Waters Flood Insurance Reform Act of 2012, as amended, and the requirements of the Credit Agreement, including the minimum coverage amounts and deductibles specified therein.
Section 3.05 — Taxes and Assessments.
All real property taxes, assessments, and governmental charges levied or assessed against the Mortgaged Property that are currently due and payable as of the date hereof have been paid in full, and there are no unpaid or delinquent real property taxes or assessments with respect to the Mortgaged Property as of the date hereof. Mortgagor is not aware of any pending or contemplated special assessment or reassessment affecting the Mortgaged Property.
Section 3.06 — No Prior Assignment.
Mortgagor has not previously assigned, pledged, hypothecated, or otherwise encumbered the Rents or any interest therein, except for the existing assignment of rents in favor of Prairie National Bank, N.A. in connection with the Existing PNB Facility, which assignment is to be released and terminated upon payoff of the Existing PNB Facility on or prior to the closing date of the Credit Agreement.
Section 3.07 — Environmental.
(a) To the knowledge of Mortgagor, the Mortgaged Property is in compliance in all material respects with all applicable federal, state, and local environmental laws, rules, regulations, and ordinances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Iowa Environmental Quality Act (Iowa Code Chapter 455B), and all regulations promulgated thereunder (collectively, "Environmental Laws").
(b) To the knowledge of Mortgagor, no hazardous substances, hazardous materials, hazardous wastes, toxic substances, pollutants, contaminants, petroleum, petroleum products, or similar materials (collectively, "Hazardous Materials") are present on, in, under, or about the Mortgaged Property in amounts or concentrations that violate applicable Environmental Laws or that could reasonably be expected to give rise to any material liability or obligation of Mortgagor under applicable Environmental Laws.
(c) Without limiting the generality of the foregoing, Mortgagor acknowledges that the grain elevator sites constituting a portion of the Mortgaged Property are subject to federal and state regulations governing grain dust management, explosion prevention, and air quality, including, without limitation, the Occupational Safety and Health Administration ("OSHA") Grain Handling Facilities Standard (29 C.F.R. § 1910.272), United States Environmental Protection Agency ("EPA") regulations, and Iowa Department of Natural Resources ("Iowa DNR") air quality and emissions regulations applicable to agricultural grain elevator operations. To the knowledge of Mortgagor, the grain elevator sites are in compliance in all material respects with all such applicable regulations.
(d) To the knowledge of Mortgagor, there are no pending or threatened claims, actions, suits, proceedings, investigations, or inquiries by any governmental authority or any other person with respect to the presence, release, or threatened release of any Hazardous Materials on, in, under, or migrating to or from the Mortgaged Property, and Mortgagor has not received any notice of violation, order, directive, or request for information from any governmental authority under or relating to any Environmental Laws with respect to the Mortgaged Property.
Section 3.08 — Insurance.
The Mortgaged Property is insured under insurance policies that comply in all respects with the requirements of the Credit Agreement, placed through Redwood Insurance Group, Inc. (insurance broker), with Northstar Mutual Insurance Company as the primary crop and property insurer, and with such other carriers and underwriters as are necessary to satisfy the insurance requirements of the Credit Agreement. All such policies are in full force and effect, all premiums currently due thereon have been paid, and Mortgagor has not received any notice of cancellation, non-renewal, or material modification with respect to any such policy. Copies or certificates of all such insurance policies have been delivered to Mortgagee in accordance with the Credit Agreement.
ARTICLE 4
COVENANTS OF MORTGAGOR
Mortgagor hereby covenants and agrees with Mortgagee as follows:
Section 4.01 — Payment of Secured Obligations.
Mortgagor shall promptly pay, perform, and discharge all Secured Obligations in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents, including, without limitation, all principal, interest, fees, costs, expenses, indemnification obligations, and all other amounts owing thereunder, as and when due, whether at the stated maturity, upon acceleration, or otherwise.
Section 4.02 — Maintenance and Repair.
(a) Mortgagor shall maintain, preserve, and keep the Mortgaged Property, including, without limitation, all grain elevators, grain storage facilities, grain bins, silos, drying equipment, conveyor systems, receiving and shipping facilities, the Headquarters Property, and all other Improvements and Fixtures, in good condition, working order, and repair (ordinary wear and tear excepted), and shall make or cause to be made all necessary repairs, replacements, and renewals thereof, whether interior or exterior, structural or non-structural, ordinary or extraordinary.
(b) Mortgagor shall not commit or permit any waste, impairment, deterioration, or abandonment of the Mortgaged Property or any part thereof, and shall not do or permit to be done anything that would materially diminish the value or utility of the Mortgaged Property.
(c) Mortgagor shall comply with all applicable laws, statutes, rules, regulations, ordinances, codes, standards, orders, and requirements of all federal, state, county, municipal, and other governmental authorities having jurisdiction over the Mortgaged Property, including, without limitation, applicable requirements of OSHA (including the Grain Handling Facilities Standard, 29 C.F.R. § 1910.272), the EPA, the Iowa DNR, the United States Department of Agriculture ("USDA"), and all building codes, zoning laws, and land use regulations, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect.
Section 4.03 — Insurance.
(a) Mortgagor shall maintain insurance on the Mortgaged Property in such types, amounts, forms, and with such carriers as are required by the Credit Agreement and as are reasonably satisfactory to Mortgagee, including, without limitation:
(i) Property and Casualty Insurance. "All risk" or "special form" property insurance covering the Mortgaged Property (including all Improvements and Fixtures) against loss or damage by fire, lightning, windstorm, hail, explosion, riot, civil commotion, smoke, and such other risks as are customarily insured against for properties of similar type, location, and use, in an amount not less than the full replacement cost of the Improvements (without deduction for depreciation);
(ii) Commercial General Liability Insurance. Commercial general liability insurance covering claims for bodily injury, personal injury, and property damage occurring on, in, or about the Mortgaged Property, with combined single limits of not less than such amounts as are required under the Credit Agreement;
(iii) Business Interruption Insurance. Business interruption and loss of rents insurance in amounts sufficient to cover not less than twelve (12) months of projected Rents and operating expenses with respect to the Mortgaged Property;
(iv) Crop Insurance. Insurance on stored grain inventory to the extent such inventory constitutes part of the Mortgaged Property, in types and amounts consistent with industry practice for commercial grain elevator operations; and
(v) Flood Insurance. If any portion of the Mortgaged Property is located in a Special Flood Hazard Area as designated by FEMA, flood insurance in an amount not less than the maximum limit of coverage available under the National Flood Insurance Program or such greater amount as may be required under the Credit Agreement.
(b) All property and casualty insurance policies and business interruption insurance policies shall name Mortgagee (as Collateral Agent for the benefit of the Secured Parties) as loss payee under a standard mortgagee clause (non-contributory, without offset or counterclaim), and all liability insurance policies shall name Mortgagee as an additional insured, in each case as its interests may appear.
(c) Insurance shall be maintained with Northstar Mutual Insurance Company or such other carriers and underwriters as are reasonably acceptable to Mortgagee, each of which shall have a financial strength rating of not less than "A-" and a financial size category of not less than "VII" from A.M. Best Company (or an equivalent rating from another nationally recognized rating agency acceptable to Mortgagee).
(d) Reference is hereby made to the Assignment of Insurance delivered by Mortgagor to Mortgagee as a separate closing deliverable under the Credit Agreement, pursuant to which Mortgagor has assigned to Mortgagee all rights to insurance proceeds with respect to the Mortgaged Property.
(e) Mortgagor shall promptly deliver to Mortgagee certificates of insurance, copies of all insurance policies, and evidence of premium payments, and shall provide not less than thirty (30) days' prior written notice to Mortgagee of any cancellation, non-renewal, or material modification of any insurance policy required hereunder.
Section 4.04 — Taxes and Assessments.
(a) Mortgagor shall pay and discharge, or cause to be paid and discharged, prior to delinquency, all real property taxes, general and special assessments, ground rents, water charges, sewer charges, and all other charges, levies, and impositions of any kind or nature levied, assessed, charged, or imposed by any governmental authority against the Mortgaged Property or any part thereof. Mortgagor shall, upon request by Mortgagee, promptly furnish evidence satisfactory to Mortgagee of the payment of all such taxes, assessments, and charges.
(b) Mortgagor may, in good faith and by appropriate proceedings diligently conducted, contest the validity or amount of any such tax, assessment, or charge, provided that (i) Mortgagor has given prior written notice to Mortgagee of such contest, (ii) no lien, execution, or levy has attached or been made against the Mortgaged Property (or, if such lien, execution, or levy has attached, it has been stayed or bonded), (iii) appropriate reserves have been established in accordance with generally accepted accounting principles, and (iv) such contest does not subject Mortgagee or the Mortgaged Property to any risk of forfeiture or loss.
(c) If Mortgagor fails to pay any taxes, assessments, or charges when due (and such failure continues for a period of ten (10) days after notice from Mortgagee), Mortgagee may (but shall not be obligated to) pay such taxes, assessments, or charges, and Mortgagee shall have the right to establish a tax escrow account and to require Mortgagor to deposit with Mortgagee, on a monthly basis, an amount estimated by Mortgagee to be sufficient to pay all real property taxes and assessments when due.
Section 4.05 — Compliance with Laws.
Mortgagor shall comply in all material respects with all applicable federal, state, county, municipal, and other governmental laws, statutes, rules, regulations, ordinances, codes, standards, orders, and requirements (collectively, "Applicable Laws"), including, without limitation, Environmental Laws, zoning laws, building codes, land use regulations, Iowa grain warehouse and elevator licensing requirements (including applicable provisions of Iowa Code Chapters 203, 203C, and 203D and regulations of the Iowa Department of Agriculture and Land Stewardship), USDA regulations, OSHA regulations, and all other Applicable Laws pertaining to the ownership, operation, use, maintenance, and occupancy of the Mortgaged Property and the business conducted thereon. Mortgagor shall maintain in full force and effect all licenses, permits, approvals, and authorizations required under Applicable Laws for the ownership and operation of the Mortgaged Property, including all grain elevator and warehouse licenses issued by the State of Iowa.
Section 4.06 — Defense of Title.
Mortgagor shall forever warrant and defend the title to the Mortgaged Property, the lien and security interest of this Mortgage, and the validity, enforceability, and priority of this Mortgage and the assignment of Leases and Rents herein, against all claims and demands of all persons whomsoever claiming by, through, or under Mortgagor, at Mortgagor's sole cost and expense.
Section 4.07 — No Liens.
Mortgagor shall not create, incur, assume, or suffer to exist any lien, mortgage, deed of trust, security interest, pledge, charge, encumbrance, easement, covenant, condition, restriction, or other title defect on or with respect to the Mortgaged Property or any part thereof, or the Rents or any part thereof, other than Permitted Liens (as defined in the Credit Agreement). Mortgagor shall promptly discharge or bond over any mechanics' lien, materialmen's lien, judgment lien, or other involuntary lien that may attach to the Mortgaged Property and that does not constitute a Permitted Lien within thirty (30) days after Mortgagor first becomes aware of the filing or attachment thereof.
Section 4.08 — No Transfer or Encumbrance.
Mortgagor shall not, directly or indirectly, sell, transfer, assign, convey, lease (other than Leases entered into in the ordinary course of business and in compliance with Section 2.03 hereof), exchange, encumber, hypothecate, pledge, or otherwise dispose of all or any part of the Mortgaged Property, or any legal or beneficial interest therein, without the prior written consent of Mortgagee, except as expressly permitted under the Credit Agreement (including dispositions permitted under the "Asset Sales" covenant therein). Any sale, transfer, or other disposition of the Mortgaged Property in violation of this Section 4.08 shall be void and of no force or effect.
Section 4.09 — Alterations and Improvements.
Mortgagor shall not make or permit any material structural alteration, demolition, removal, or new construction on or to the Mortgaged Property without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, however, that Mortgagor may, without the consent of Mortgagee, perform routine maintenance, non-structural repairs, and ordinary course improvements to the Mortgaged Property, and may undertake capital improvements costing less than Five Hundred Thousand Dollars ($500,000) individually and One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate during any twelve-month period, in each case so long as such work does not materially and adversely affect the structural integrity or value of the Mortgaged Property and is performed in compliance with all Applicable Laws. All alterations, improvements, and additions to the Mortgaged Property shall immediately become part of the Mortgaged Property and shall be subject to the lien and security interest of this Mortgage.
Section 4.10 — Environmental Covenants.
(a) Mortgagor shall not cause or permit the release, emission, discharge, storage, treatment, generation, handling, transportation, or disposal of any Hazardous Materials on, in, under, about, to, or from the Mortgaged Property in violation of any applicable Environmental Law, or in any manner that could reasonably be expected to give rise to any material liability or obligation of Mortgagor, Mortgagee, or any Secured Party under applicable Environmental Laws.
(b) Mortgagor shall promptly notify Mortgagee in writing of (i) any release or threatened release of Hazardous Materials on, in, under, or from the Mortgaged Property, (ii) any environmental claim, complaint, action, investigation, or proceeding by any governmental authority or any other person relating to the Mortgaged Property, (iii) any violation or alleged violation of any Environmental Law with respect to the Mortgaged Property, and (iv) any remediation, cleanup, or corrective action required with respect to the Mortgaged Property under any Environmental Law.
(c) Mortgagor shall promptly undertake, at its sole cost and expense, any investigation, remediation, cleanup, or corrective action required under applicable Environmental Laws with respect to the Mortgaged Property, and shall comply with all orders, directives, and requirements of applicable governmental authorities in connection therewith.
(d) Mortgagor shall indemnify, defend, and hold harmless Mortgagee, the Administrative Agent, each Lender, and each other Secured Party, and their respective officers, directors, employees, agents, successors, and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs of investigation, remediation, and cleanup) arising out of or relating to (i) any breach of the representations, warranties, or covenants of Mortgagor set forth in Section 3.07 or this Section 4.10, (ii) the presence, release, or threatened release of any Hazardous Materials on, in, under, or from the Mortgaged Property, or (iii) any violation of any Environmental Law with respect to the Mortgaged Property. The obligations of Mortgagor under this Section 4.10(d) shall survive the repayment of the Secured Obligations, the release of this Mortgage, and any foreclosure of this Mortgage or acceptance of a deed in lieu of foreclosure.
Section 4.11 — Condemnation.
(a) Mortgagor shall promptly notify Mortgagee in writing of any actual or threatened condemnation, eminent domain, or similar proceeding affecting all or any part of the Mortgaged Property, or any negotiations or proceedings in lieu of condemnation.
(b) Mortgagee shall have the right to participate in any such condemnation proceeding and to approve any settlement or compromise thereof. Mortgagor shall not settle, compromise, or otherwise resolve any such condemnation proceeding without the prior written consent of Mortgagee.
(c) All condemnation awards and proceeds shall be paid to Mortgagee and applied in accordance with the terms of the Credit Agreement. Mortgagor hereby assigns to Mortgagee all rights to receive any and all condemnation awards or proceeds with respect to the Mortgaged Property.
Section 4.12 — Estoppel Certificates.
Within fifteen (15) days after Mortgagee's written request therefor, Mortgagor shall deliver to Mortgagee a written estoppel certificate, duly executed by an authorized officer or manager of Mortgagor, certifying (a) whether any Event of Default, or any event or condition that with the giving of notice or lapse of time or both would constitute an Event of Default, has occurred and is continuing (and, if so, specifying in reasonable detail the nature thereof), (b) the outstanding principal balance and accrued interest on the Loans, and all other amounts owing under the Loan Documents, to the best of Mortgagor's knowledge, (c) the status of any Leases affecting the Mortgaged Property, including the identities of tenants, the terms and expiration dates of such Leases, current rental rates, and the status of any security deposits, and (d) such other information as Mortgagee may reasonably request with respect to the Mortgaged Property or the Secured Obligations.
Section 4.13 — Further Assurances.
Mortgagor shall, at its sole cost and expense, promptly execute and deliver to Mortgagee, or cause to be executed and delivered, such further instruments, agreements, certificates, documents, and assurances, and take such further actions, as Mortgagee may from time to time reasonably request in order to (a) carry out the intent and purposes of this Mortgage and the other Loan Documents, (b) confirm, create, evidence, preserve, protect, and perfect the first-priority lien, security interest, and assignment granted or intended to be granted to Mortgagee hereby, (c) enable Mortgagee to exercise and enforce its rights and remedies hereunder and under the other Loan Documents with respect to the Mortgaged Property, and (d) comply with all Applicable Laws relating to the recordation, filing, and perfection of liens and security interests with respect to real and personal property. Without limiting the generality of the foregoing, Mortgagor shall cooperate with Mortgagee in connection with (i) any title insurance endorsement or title bringdown requested by Mortgagee, (ii) any survey update or recertification requested by Mortgagee, and (iii) the recording of any amendment, supplement, or modification to this Mortgage as may be requested by Mortgagee.
ARTICLE 5
CASUALTY AND CONDEMNATION
Section 5.01 — Casualty.
(a) In the event of any damage to or destruction of all or any part of the Mortgaged Property by fire, flood, windstorm, explosion, or any other casualty, Mortgagor shall promptly (and in any event within five (5) business days after the occurrence thereof) give written notice to Mortgagee describing the nature and extent of such damage or destruction, and shall thereafter promptly furnish to Mortgagee such additional information regarding such damage or destruction as Mortgagee may reasonably request.
(b) All insurance proceeds payable in connection with any casualty affecting the Mortgaged Property shall be paid to Mortgagee (as loss payee under the applicable insurance policy) and shall be applied as provided in the Credit Agreement. Without limiting the generality of the foregoing, the Credit Agreement generally provides that:
(i) If no Event of Default has occurred and is continuing, and if Mortgagor demonstrates to the reasonable satisfaction of Mortgagee that (A) the damaged or destroyed Improvements can be restored to their condition immediately prior to the casualty within a period specified in the Credit Agreement, (B) the insurance proceeds (together with any additional funds committed by Mortgagor) are sufficient to complete such restoration, and (C) the Mortgaged Property will, upon completion of such restoration, constitute adequate collateral security for the Secured Obligations, then the insurance proceeds may be made available to Mortgagor for the restoration of the damaged or destroyed Improvements, subject to customary disbursement conditions; and
(ii) If the conditions set forth in clause (i) above are not satisfied, or if an Event of Default has occurred and is continuing, the insurance proceeds shall be applied to the Secured Obligations in such order and manner as specified in the Credit Agreement.
(c) Notwithstanding the foregoing, if the aggregate amount of insurance proceeds for any single casualty event does not exceed Two Hundred Fifty Thousand Dollars ($250,000) and no Event of Default has occurred and is continuing, such proceeds shall be paid directly to Mortgagor for application to restoration of the Mortgaged Property.
(d) No casualty event affecting the Mortgaged Property shall relieve Mortgagor of its obligations to pay and perform the Secured Obligations in accordance with the Loan Documents.
Section 5.02 — Condemnation.
(a) All awards, compensation, settlements, damages, and other payments (and the right to receive the same) arising from or in connection with any condemnation, eminent domain, or other governmental or quasi-governmental taking of, or damage to, all or any part of the Mortgaged Property are hereby absolutely assigned to and shall be paid to Mortgagee. Mortgagor hereby irrevocably authorizes and directs any condemning authority to make payment of any and all such awards directly to Mortgagee.
(b) Condemnation awards and proceeds shall be applied as provided in the Credit Agreement, which generally provides that such proceeds shall be applied to prepay the Loans and reduce the Commitments unless Mortgagee, in its reasonable discretion, permits the application of such proceeds to restoration of the remaining Mortgaged Property.
(c) Mortgagor shall not be entitled to any portion of any condemnation award until all Secured Obligations have been indefeasibly paid and satisfied in full and all Commitments under the Credit Agreement have been terminated.
ARTICLE 6
EVENTS OF DEFAULT AND REMEDIES
Section 6.01 — Events of Default.
An "Event of Default" under this Mortgage shall exist upon the occurrence of any Event of Default under and as defined in the Credit Agreement (the definition of which is hereby incorporated by reference as if set forth herein in its entirety), including, without limitation, the occurrence of any of the following:
(a) failure of the Borrower or any Guarantor to pay any principal of any Loan, any reimbursement obligation in respect of any Letter of Credit, or any interest, fee, or other amount owing under the Loan Documents when and as the same shall become due and payable, whether at the stated maturity, upon acceleration, or otherwise;
(b) any representation or warranty made or deemed made by any Loan Party in this Mortgage, the Credit Agreement, or any other Loan Document, or in any certificate, report, financial statement, or other document delivered in connection herewith or therewith, shall prove to have been incorrect or misleading in any material respect when made or deemed made;
(c) failure of any Loan Party to observe or perform any covenant, agreement, or obligation contained in this Mortgage or any other Loan Document (subject to any applicable notice and cure periods specified in the Credit Agreement);
(d) any Loan Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, or similar law, or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of such Loan Party or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action to authorize any of the foregoing;
(e) one or more final, non-appealable judgments for the payment of money in excess of the threshold amounts set forth in the Credit Agreement shall be rendered against any Loan Party and shall remain undischarged, unbonded, or unstayed for a period in excess of sixty (60) consecutive days;
(f) any Loan Party shall default in the payment of any principal of or interest on any other Indebtedness (as defined in the Credit Agreement) in an aggregate principal amount in excess of the threshold amount set forth in the Credit Agreement, or any other event or condition shall occur that results in such other Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders thereof to declare such Indebtedness to be due and payable prior to its scheduled maturity; and
(g) a Change of Control (as defined in the Credit Agreement) shall have occurred, including, without limitation, any event or circumstance whereby the Lindstrom Family Trust (or its successor) ceases to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding equity interests (on a fully diluted basis) of Greenfield Holdings Corp.
Section 6.02 — Remedies Upon Default.
Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, exercise any or all of the following rights and remedies, in any combination and in any order, without notice or demand (except as expressly required by Applicable Law):
(a) Foreclosure. Mortgagee may institute an action to foreclose this Mortgage by judicial proceeding in accordance with the provisions of Iowa Code Chapter 654 (or any successor statute), and may prosecute the same to judgment and execution for the entire amount of the Secured Obligations, together with all costs and expenses of foreclosure, including reasonable attorneys' fees. Mortgagee may also pursue foreclosure by advertisement or exercise of power of sale to the extent permitted under applicable Iowa law. At any foreclosure sale, Mortgagee may bid for and purchase the Mortgaged Property or any part thereof, and Mortgagee shall be entitled to apply all or any portion of the Secured Obligations as a credit bid against the purchase price.
(b) Entry and Possession. Mortgagee may enter upon and take possession of the Mortgaged Property, manage and operate the same, make repairs and alterations, and do any and all things in connection with the management and operation thereof that Mortgagee deems advisable, and may collect all Rents and apply the same, after deducting all costs and expenses of operation, management, and collection (including reasonable attorneys' fees and compensation to any managing agent), to the Secured Obligations in such order and manner as Mortgagee shall determine. Such entry and taking of possession shall not cure or waive any Event of Default or invalidate any act done in response to such Event of Default or pursuant to any notice of default.
(c) Receiver. Mortgagee may apply to any court of competent jurisdiction for the appointment of a receiver of the Mortgaged Property and the Rents, as a matter of right and without notice to Mortgagor, without regard to the adequacy of the security or the solvency of any Loan Party, and without the necessity of posting any bond. Mortgagor hereby irrevocably consents to the appointment of such a receiver and agrees not to oppose any application by Mortgagee for the appointment of a receiver. Any receiver so appointed shall have all powers customarily granted to receivers in the State of Iowa, including the power to manage, operate, and maintain the Mortgaged Property, to collect and apply Rents, to make repairs and improvements, and to exercise such other powers as the court may authorize.
(d) UCC Remedies. To the extent that any portion of the Mortgaged Property constitutes personal property or fixtures under the Iowa Uniform Commercial Code (Iowa Code Article 9, Iowa Code Chapter 554), Mortgagee may exercise all rights and remedies available to a secured party under the Iowa Uniform Commercial Code, including, without limitation, the right to take possession of such personal property, to require Mortgagor to assemble such personal property and make it available to Mortgagee at a place designated by Mortgagee, and to sell, lease, or otherwise dispose of such personal property in a commercially reasonable manner, either separately or together with the real property, at public or private sale. Mortgagor agrees that ten (10) days' prior written notice of any public or private sale of personal property shall constitute commercially reasonable notice.
(e) Other Remedies. Mortgagee may exercise any other rights and remedies available under the Credit Agreement, the Security Agreement, the Guaranty Agreement, the Pledge Agreement, and the other Loan Documents, or available at law or in equity, including, without limitation, the right to accelerate the maturity of the Secured Obligations, the right to set off, and the right to pursue any deficiency judgment.
Section 6.03 — Application of Proceeds.
The net proceeds realized from any foreclosure sale, exercise of power of sale, or other realization upon or enforcement of any of the Mortgaged Property, after deduction of all costs and expenses of such sale or realization (including, without limitation, court costs, receiver's fees, and reasonable attorneys' fees and disbursements), shall be applied in the following order of priority:
(i) First, to the payment of all costs and expenses of foreclosure and sale, including reasonable attorneys' fees, receiver's fees, publication costs, title examination fees, and all costs and expenses incurred by Mortgagee in connection with the enforcement of this Mortgage;
(ii) Second, to the payment of the Secured Obligations