Contract analysis

Section 1. Definitions; Terms. 1.1 All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. The rules of construction and interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Note, mutatis mutandis. 1.2 For purposes of this Note, the following terms shall have the meanings set forth below or cross-ref

Section 2. Principal. 2.1 Promise to Pay. The Borrower hereby unconditionally promises to pay to the order of the Lender the aggregate unpaid principal amount of each Revolving Loan made by the Lender to the Borrower pursuant to the Credit Agreement, on the dates and in the amounts specified in the Credit Agreement, and in any event no later than the Maturity Date (as defined in Section 4.2 hereof). Each Revolving Lo

Section 3. Interest. 3.1 Applicable Rate. The unpaid principal balance of this Note shall bear interest at the rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus eight hundred fifty basis points (8.50%) (the "Applicable Rate"), as more particularly described in Article II of the Credit Agreement. For the avoidance of doubt, the Adjusted Term SOFR Rate includes the Term SOFR

Section 4. Payments. 4.1 Manner of Payment. All payments of principal, interest, fees, and any other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds to the Administrative Agent for the account of the Lender, at the office of the Administrative Agent located at 600 Lexington Avenue, 34th Floor, New York, New York 10022, or as otherwise directed b

Section 5. Fees. 5.1 General. The Borrower shall pay to the Administrative Agent for the account of the Lender certain fees in connection with the DIP Facility, as more fully set forth in the Credit Agreement and the Fee Letter dated as of May 22, 2025 (the "Fee Letter"). Without limiting the generality of the foregoing, the following fees are payable by the Borrower in respect of the Lender's Commitment and particip

Section 6. Security; Priority. 6.1 Security. This Note and the Obligations evidenced hereby are secured by the Collateral described in the Credit Agreement, the DIP Security Agreement, dated as of May 22, 2025 (the "DIP Security Agreement"), the DIP Pledge Agreement, dated as of May 22, 2025 (the "DIP Pledge Agreement"), the DIP intellectual Property Security Agreement, dated as of May 22, 2025 (the "DIP IP Security

Section 7. Events of Default; Acceleration. 7.1 Events of Default and Remedies. Upon the occurrence of any Event of Default under Article VIII of the Credit Agreement (each, an "Event of Default"), the Administrative Agent may, and at the written direction of the Required Lenders (as defined in the Credit Agreement) shall, by notice to the Borrower: (a) declare the entire unpaid principal balance of this Note, togeth

Section 8. Revolving Nature; Record of Loans. 8.1 Revolving Credit Facility. This Note evidences a revolving credit facility. Amounts borrowed by the Borrower hereunder may be repaid and reborrowed from time to time in accordance with and subject to the terms and conditions of the Credit Agreement and the Orders, provided that (a) the aggregate unpaid principal balance of Revolving Loans evidenced by this Note shall

Section 9. Waivers. 9.1 Waivers by Borrower. The Borrower hereby waives presentment for payment, demand, notice of dishonor, protest, and notice of protest of this Note, and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as otherwise specifically provided in the Credit Agreement or as required by mandatory provisions of t

Section 10. Amendments. This Note may not be amended, modified, supplemented, restated, or waived except in accordance with the provisions of Section 10.01 of the Credit Agreement governing amendments, modifications, and waivers. Any purported amendment, modification, supplement, restatement, or waiver of this Note that does not comply with such provisions shall be null and void and of no force or effect. For the avo

Section 11. Transfer and Assignment. 11.1 Transfers. This Note may be transferred or assigned only in accordance with the provisions of Article X of the Credit Agreement. The Lender may not transfer, sell, assign, or participate its rights and obligations under this Note except as expressly permitted by the Credit Agreement, including compliance with any required consent of the Administrative Agent and the Borrower (

Section 12. Governing Law. 12.1 Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT THE BANKRUPTCY CODE OR OTHER APPLICABLE FEDERAL LAW IS APPLICABLE. TO THE EXTENT THERE IS ANY C

Section 13. Bankruptcy Court Approval. 13.1 This Note has been executed and delivered pursuant to and in accordance with the Interim Order (Dkt. No. [__]) entered on May 22, 2025 (and, upon entry thereof, the Final Order) of the Bankruptcy Court, entered in Case No. 25-01147 before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, Northern District of Iowa (Cedar Rapids Division). The authority for

Section 14. Severability. If any provision of this Note is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not affect or impair the legality, validity, or enforceability of the remaining provisions of this Note. The parties hereto intend that any such provision that is determined to be illegal, invalid, or unenforceable shall be modified to the minimum extent n

Section 15. Counterparts. This Note may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Note (or any signature page hereto) by facsimile, electronic mail (including in portable document format (.pdf)), or other electronic transmission in accordance with Secti