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<br />EL185\81\983265.v1
<br />NOW THEREFORE, in consideration of the Recitals and for the purpose of securing the
<br />payment and performance of all of Mortgagor’s obligations under the Note and the Loan
<br />Agreement (collectively “Obligations”); and to secure the performance of all covenants,
<br />conditions and agreements herein and in the Note and the Loan Agreement, Mortgagor does
<br />hereby mortgage, grant, bargain, sell, release and convey unto Mortgagee, with power of sale,
<br />forever all of Mortgagor’s right, title and interest in all the tracts or parcels of land lying and
<br />being in Sherburne County, Minnesota, legally described in Exhibit A hereto, (hereinafter the
<br />“Land”), whether now owned or hereafter acquired, together with: (i) all building materials,
<br />supplies and equipment now or hereafter located on the Land and suitable or intended to be
<br />incorporated in any building, structure, or other improvement located or to be erected on the
<br />Land; and (ii) all of the buildings, structures and other improvements now standing or at any
<br />time hereafter constructed or placed upon the Land; and (iii) all heating, plumbing and lighting
<br />apparatus, motors, engines, and machinery, electrical equipment, incinerator apparatus, air
<br />conditioning equipment, water and gas apparatus, pipes, faucets, and all other fixtures of every
<br />description which are now or may hereafter be placed or used upon the Land or in any building
<br />or improvement now or hereafter located thereon; and (iv) all additions, accessions, increases,
<br />parts, fittings, accessories, replacements, substitutions, betterments, repairs and proceeds to any
<br />and all of the foregoing; and (v) all hereditaments, easements, appurtenances, estates, rents,
<br />issues, profits, condemnation awards, proceeds of policies of insurance and other rights and
<br />interests now or hereafter belonging or in any way pertaining to the Land or to any building or
<br />improvement now or hereafter located thereon; and (vi) all leases or other occupancy agreements
<br />now or hereafter in effect in any way appertaining to the Land or to any building or improvement
<br />now or hereafter located thereon, including, without limitation, all cash and security deposits,
<br />advance rentals and deposits or payments of a similar nature (“Leases”), and all Rents (as herein
<br />defined) (all of the foregoing, together with the Land, hereinafter being referred to as the
<br />“Property” or “Mortgaged Property”),
<br />TO HAVE AND TO HOLD the Mortgaged Property unto Mortgagee forever;
<br />PROVIDED, NEVERTHELESS, that this Mortgage is given upon the express condition
<br />that if Mortgagor shall cause to be paid and performed all of the Obligations, and shall also keep
<br />and perform all and singular the covenants herein contained on the part of Mortgagor to be kept
<br />and performed, then the Mortgage and the estate hereby granted shall cease and be and become
<br />void and shall be released of record at the expense of Mortgagor; otherwise this Mortgage shall
<br />be and remain in full force and effect.
<br />MORTGAGOR REPRESENTS, WARRANTS AND COVENANTS to and with
<br />Mortgagee that Mortgagor has good right and full power and authority to execute this Mortgage
<br />and to mortgage the Mortgaged Property; that the Mortgaged Property is free from all liens and
<br />encumbrances except a mortgage in favor of ALC Investments, LLC in the amount of
<br />$______________ (the “First Lien Mortgage”); that Mortgagee shall quietly enjoy and possess
<br />the Mortgaged Property; that Mortgagor will warrant and defend the title to the Mortgaged
<br />Property against all claims, whether now existing or hereafter arising. The covenants and
<br />warranties of this paragraph shall survive foreclosure of this Mortgage and shall run with the
<br />Land.
<br />
<br />AND IT IS FURTHER COVENANTED AND AGREED AS FOLLOWS:
<br />Page 64 of 124
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