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Contract analysis / mortgage-alabama-execution.docx
mortgage-alabama-execution.docx
High · 5
Medium · 8
Standard · 6
Section 1.01 — Defined Terms
High
⚑ Indemnity / guarantee obligation
Section 1.01 — Defined Terms Unless otherwise defined herein, all capitalized terms used in this Mortgage shall have the respective meanings ascribed to such terms in the Credit Agreement dated as of January 30, 2026. All such definitions are incorporated herein by reference as if set forth in full. In the event of any conflict between a definition set forth in this Mortgage and a definition set forth in the Credit A
Section 1.02 — Rules of Construction
Medium
⚑ Forum / governing law
Section 1.02 — Rules of Construction (a) The Credit Agreement is governed by the laws of the State of New York. This Mortgage shall be governed by and construed in accordance with the laws of the State of Alabama with respect to all matters relating to real property, recording, perfection, priority, and enforcement of the lien created hereby, and with the laws of the State of New York with respect to contractual righ
Section 2.01 — Grant of Mortgage
Medium
⚑ Assignment / subcontracting
Section 2.01 — Grant of Mortgage For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to secure the full and punctual payment, performance, and observance of all Obligations, Mortgagor hereby irrevocably and unconditionally grants, bargains, sells, conveys, mortgages, pledges, assigns, warrants, transfers, and sets over to Mortgagee, for the benefit of the Secured Partie
Section 2.02 — Assignment of Leases and Rents
Medium
⚑ Forum / governing law
Section 2.02 — Assignment of Leases and Rents (a) As additional security for the Obligations, Mortgagor hereby absolutely and unconditionally assigns, transfers, conveys, and sets over to Mortgagee all of Mortgagor's right, title, and interest in, to, and under all Leases and Rents now existing or hereafter arising with respect to the Mortgaged Property or any part thereof. This assignment is a present, absolute, and
Section 2.03 — Security Interest in Personal Property and Fixtures
Section 2.03 — Security Interest in Personal Property and Fixtures (a) To the extent that any portion of the Mortgaged Property constitutes personal property or fixtures under the Uniform Commercial Code as adopted in the State of Alabama (the "Alabama UCC"), this Mortgage shall constitute a security agreement within the meaning of Article 9 of the Alabama UCC, and Mortgagor hereby grants to Mortgagee a continuing fi
ARTICLE III — SECURED OBLIGATIONS
ARTICLE III — SECURED OBLIGATIONS
Section 3.01 — Obligations Secured
High
⚑ Indemnity / guarantee obligation
Section 3.01 — Obligations Secured This Mortgage and the lien and security interest created hereby secure the full and prompt payment when due (whether by acceleration or otherwise), performance, and observance of each and all of the following Obligations: (a) All principal, interest (including interest at the applicable rate and, upon the occurrence and during the continuance of an Event of Default, interest at the
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF MORTGAGOR
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF MORTGAGOR Mortgagor hereby represents and warrants to Mortgagee, as of the date hereof, as follows:
Section 4.01 — Organization and Authority
Section 4.01 — Organization and Authority WPS is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6104873). WPS is duly qualified and authorized to do business and is in good standing in the State of Alabama and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties re
Section 4.02 — Fee Simple Title
Standard
⚑ Commercial term
Section 4.02 — Fee Simple Title Mortgagor is the lawful fee simple owner of the Land and the Improvements. Mortgagor has good, marketable, and insurable title to the Mortgaged Property, free and clear of all liens, claims, encumbrances, charges, restrictions, easements, and other matters affecting title, except for the Permitted Liens listed on Exhibit B hereto and the existing mortgage described in Section 8.14 here
Section 4.03 — No Conflicts
Section 4.03 — No Conflicts The execution, delivery, and performance by WPS of this Mortgage and the other Loan Documents to which it is a party do not and will not (a) conflict with or result in a breach or violation of the certificate of incorporation or bylaws of WPS, (b) conflict with or result in a breach or violation of any applicable federal, state, or local law, rule, regulation, order, judgment, decree, or g
Section 4.04 — Enforceability
Section 4.04 — Enforceability This Mortgage constitutes the legal, valid, and binding obligation of Mortgagor, enforceable against Mortgagor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the enforcement of creditors' rights generally, and (b) general pri
Section 4.05 — Compliance with Laws
Medium
⚑ Notice / time limit to track
Section 4.05 — Compliance with Laws The Mortgaged Property and the use, operation, and occupancy thereof comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes (including building codes, zoning ordinances, and fire codes), permits, licenses, and authorizations. Mortgagor has obtained all material permits, licenses, approvals, and authorizati
Section 4.06 — Environmental Representations
Section 4.06 — Environmental Representations (a) To Mortgagor's knowledge (after due inquiry and investigation), no Hazardous Materials (as defined in the Credit Agreement) have been generated, released, discharged, stored, treated, recycled, or disposed of on, under, in, or about the Mortgaged Property, or transported to or from the Mortgaged Property, in any manner or quantity that violates any applicable Environme
Section 4.07 — Property Condition
Section 4.07 — Property Condition The Improvements located on the Land, including the WPS Manufacturing Facility, are in good condition and repair, structurally sound, and adequate and suitable for their intended use as a turbine and propulsion component manufacturing facility. No material damage, destruction, or casualty has occurred to the Mortgaged Property (or any part thereof) that has not been fully repaired an
Section 4.08 — Taxes and Assessments
Section 4.08 — Taxes and Assessments All real property taxes, assessments, water rates, sewer rates, and other governmental charges and impositions levied or assessed against the Mortgaged Property that are due and payable as of the date hereof have been paid in full, or are not yet delinquent. Mortgagor is not aware of any pending special assessments or proposed increases in assessed valuation with respect to the Mo
Section 4.09 — Insurance
Standard
⚑ Commercial term
Section 4.09 — Insurance Mortgagor maintains, or will maintain at all times during the term of this Mortgage, insurance coverages on the Mortgaged Property in the types, amounts, and with the carriers required by Article VI hereof and by the Credit Agreement. All insurance with respect to the Mortgaged Property has been placed through Falconer Risk Advisors, Inc., the insurance broker for WAL and its subsidiaries. Mo
Section 4.10 — No Prior Liens
Section 4.10 — No Prior Liens Other than the Permitted Liens described in Exhibit B hereto and the Existing Mortgage described in Section 4.02 and Section 8.14 hereof (which Existing Mortgage will be discharged upon payoff of the Existing Facility in connection with the initial borrowing under the Credit Agreement), there are no prior or superior liens, mortgages, deeds of trust, security interests, or other encumbra
ARTICLE V — COVENANTS OF MORTGAGOR
ARTICLE V — COVENANTS OF MORTGAGOR Mortgagor hereby covenants, agrees, and undertakes as follows for so long as any of the Obligations remain outstanding and unpaid, or any commitment of any Lender under the Credit Agreement remains in effect:
Section 5.01 — Payment of Obligations
Standard
⚑ Commercial term
Section 5.01 — Payment of Obligations Mortgagor shall duly and punctually pay, perform, and observe all Obligations secured hereby when due and payable, in accordance with the terms and conditions of the Loan Documents, including all principal, interest, fees, costs, expenses, and other amounts owing under or in connection with the Credit Agreement, the Guarantee Agreement, this Mortgage, and the other Loan Documents
Section 5.02 — Maintenance of Property
Medium
⚑ Forum / governing law
Section 5.02 — Maintenance of Property (a) Mortgagor shall maintain the Mortgaged Property, including all Improvements and Fixtures, in good order, condition, and repair, in a manner consistent with the operation of a first-class manufacturing facility and in compliance with all applicable laws, rules, regulations, codes, and ordinances. Mortgagor shall promptly make or cause to be made all repairs, renewals, replace
Section 5.03 — Payment of Taxes and Assessments
High
⚑ Penalty / liquidated damages
Section 5.03 — Payment of Taxes and Assessments (a) Mortgagor shall pay or cause to be paid, before any penalty or interest attaches thereto, all real property taxes, assessments (general and special), water rates, sewer rates, and other governmental charges and impositions of every kind and nature that are or may become liens upon the Mortgaged Property or any part thereof. Mortgagor shall promptly furnish to Mortga
Section 5.04 — Compliance with Laws
Section 5.04 — Compliance with Laws Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, decrees, and other governmental requirements, including all Environmental Laws, building codes, zoning ordinances, occupational safety and health laws, and the Americans with Disabilities Act, in each case as they pertain to th
Section 5.05 — Environmental Covenants
High
⚑ Indemnity / guarantee obligation
Section 5.05 — Environmental Covenants (a) Mortgagor shall not cause or permit the generation, release, discharge, storage, treatment, disposal, or transportation of any Hazardous Materials on, under, in, or about the Mortgaged Property, or to or from the Mortgaged Property, in any manner or quantity that violates any applicable Environmental Law, except for the use, storage, and disposal of Hazardous Materials in th
Section 5.06 — Defense of Title
Standard
⚑ Commercial term
Section 5.06 — Defense of Title Mortgagor shall forever warrant, defend, and preserve its fee simple title to the Mortgaged Property and the validity, enforceability, and priority of the lien and security interest of this Mortgage against all claims and demands of all Persons whomsoever, at Mortgagor's sole cost and expense. Mortgagor shall promptly notify Mortgagee in writing of any claim or demand against the Mortg
Section 5.07 — No Further Encumbrances
Section 5.07 — No Further Encumbrances Mortgagor shall not create, incur, assume, or suffer to exist any lien, mortgage, deed of trust, pledge, security interest, charge, or other encumbrance on or affecting the Mortgaged Property or any part thereof, other than (a) the lien of this Mortgage, (b) Permitted Liens, and (c) such other liens as may be expressly permitted in writing by Mortgagee (with any requisite lender
Section 5.08 — Leasing Restrictions
Section 5.08 — Leasing Restrictions Mortgagor shall not enter into any new lease, sublease, license, occupancy agreement, or other arrangement for the use or occupancy of the Mortgaged Property or any portion thereof, or amend, modify, terminate, or accept a surrender of any existing Lease, without the prior written consent of Mortgagee, except for leases and occupancy arrangements that are expressly permitted under
Section 5.09 — No Transfer
Section 5.09 — No Transfer Mortgagor shall not sell, convey, transfer, assign, hypothecate, encumber, or otherwise dispose of all or any part of the Mortgaged Property, or any interest therein, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Mortgagee, except as expressly permitted under the terms of the Credit Agreement. Any attempt to transfer the Mortgage
Section 5.10 — Inspection Rights
Section 5.10 — Inspection Rights Mortgagee and its authorized agents, representatives, consultants, and contractors shall have the right to enter upon and inspect the Mortgaged Property at reasonable times during normal business hours upon reasonable prior written notice to Mortgagor (not less than two (2) Business Days), for the purpose of inspecting the condition, operation, and maintenance of the Mortgaged Propert
Section 5.11 — Financial Covenants Cross-Reference
Standard
⚑ Commercial term
Section 5.11 — Financial Covenants Cross-Reference The Credit Agreement imposes certain financial covenants on the Borrower that are tested on a quarterly basis, including (a) a maximum total leverage ratio of 3.75 to 1.00, (b) a minimum interest coverage ratio of 3.00 to 1.00, and (c) maximum annual capital expenditures of $45,000,000 (with a carry-forward of up to $22,500,000 of unused amounts from the immediately
Section 6.01 — Required Insurance Coverage
High
⚑ Penalty / liquidated damages
Section 6.01 — Required Insurance Coverage Mortgagor shall maintain, or cause to be maintained, at all times during the term of this Mortgage, insurance coverage on the Mortgaged Property in the following types and amounts: (a) Property Insurance. Property insurance on an "all-risk" or "special form" basis covering the Mortgaged Property (including all Improvements and Fixtures) against loss or damage by fire, lightn
Section 6.02 — Insurance Requirements
Section 6.02 — Insurance Requirements (a) All insurance policies required hereunder shall name Prescott National Bank, N.A., as Collateral Agent for the Secured Parties, as additional insured (with respect to liability policies) and as loss payee and mortgagee (with respect to property insurance policies) under a standard mortgagee clause (the "New York Standard" or "Standard" mortgagee clause, or equivalent endorsem
Section 6.03 — Application of Insurance Proceeds
Medium
⚑ Forum / governing law
Section 6.03 — Application of Insurance Proceeds (a) In the event of any casualty, damage, or destruction affecting the Mortgaged Property, all insurance proceeds payable under the property insurance policies shall be paid to Mortgagee and shall be applied in accordance with the provisions of the Credit Agreement. (b) Generally, at Mortgagee's election (exercised in accordance with the Credit Agreement and subject to
Section 6.04 — Condemnation
Section 6.04 — Condemnation (a) In the event of any condemnation, taking, or exercise of the right of eminent domain affecting all or any part of the Mortgaged Property, or any transfer made in lieu thereof, all awards, damages, compensation, and proceeds payable in connection therewith are hereby assigned and shall be paid directly to Mortgagee. (b) The application of condemnation proceeds shall be governed by the a
ARTICLE VII — EVENTS OF DEFAULT AND REMEDIES
ARTICLE VII — EVENTS OF DEFAULT AND REMEDIES
Section 7.01 — Events of Default
Standard
⚑ Commercial term
Section 7.01 — Events of Default The occurrence of any one or more of the following events or conditions shall constitute an "Event of Default" under this Mortgage: (a) Credit Agreement Events of Default. The occurrence of any Event of Default under the Credit Agreement, all of which Events of Default are hereby incorporated by reference as if set forth in full herein, including (without limitation) (i) failure by th
Section 7.02 — Remedies Upon Default
Medium
⚑ Notice / time limit to track
Section 7.02 — Remedies Upon Default Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall be entitled, at its option and without further notice or demand (except as may be required by applicable law), to exercise any one or more of the following remedies, concurrently or successively, in any order: (a) Acceleration. Declare all Obligations immediately due and payable, in accordance w
Section 7.03 — Power of Sale
Medium
⚑ Notice / time limit to track
Section 7.03 — Power of Sale (a) Mortgagor hereby grants to Mortgagee a power of sale with respect to the Mortgaged Property pursuant to the Code of Alabama § 35-10-1 et seq. Upon the occurrence and during the continuance of an Event of Default, Mortgagee (or its agent, attorney, or designee) may, after giving notice and complying with all procedures required by applicable Alabama law, including publication of notice