Contract analysis

ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 — Defined Terms As used in this Mortgage, the following terms shall have the meanings set forth below: "Administrative Agent" means Ironclad Capital Partners LP, a Delaware limited partnership, in its capacity as Administrative Agent under the DIP Credit Agreement, and its successors and assigns in such capacity. "Bankruptcy Case" means the case commenced by the Mortgagor under Chapter 11 of the Bankruptc

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) capitalized terms used in this Mortgage and not otherwise defined herein shall have the meanings assigned to such terms in the DIP Credit Agreement; (b) references to "Sections," "Articles," and "Exhibits" are to Sections, Articles, and Exhibits of this Mortgage unless otherwise specified; (c) references to any law, statute, rule, or regul

Section 1.3 — UCC Terms Terms used herein that are defined in the Iowa Uniform Commercial Code (Iowa Code Chapter 554) and not otherwise defined herein shall have the meanings set forth in the Iowa Uniform Commercial Code. Without limiting the generality of the foregoing, the terms "account," "chattel paper," "commercial tort claim," "deposit account," "document," "equipment," "general intangible," "goods," "instrume

Section 2.1 — Grant of Mortgage For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the full and punctual payment and performance of all Obligations, the Mortgagor hereby irrevocably grants, bargains, sells, conveys, mortgages, pledges, hypothecates, assigns, transfers, and warrants unto the Collateral Agent, for the benefit of the Secured Parties, a first-

Section 2.2 — Habendum TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, and appurtenances thereunto belonging, unto the Collateral Agent, its successors and assigns, forever, subject to the terms and conditions of this Mortgage, the DIP Credit Agreement, and the DIP Orders.

Section 2.3 — Securing Clause This Mortgage is given to secure the full and punctual payment and performance of all Obligations under the DIP Credit Agreement and the other Security Documents, including, without limitation: (a) repayment of all principal amounts borrowed under the DIP Facility, up to the aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000); (b) payment of all interest

Section 2.4 — Superpriority and Priming Nature of Lien The lien of this Mortgage is a first-priority priming lien granted pursuant to Section 364(d) of the Bankruptcy Code and authorized by the DIP Orders. The lien of this Mortgage primes and is senior in priority to all pre-petition liens on the Mortgaged Property, including, without limitation, the liens and security interests securing the approximately Three Hundr

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF MORTGAGOR The Mortgagor hereby represents and warrants to the Collateral Agent and the Secured Parties as follows:

Section 3.1 — Title and Authority The Mortgagor holds good and marketable fee simple title to the Land and the Improvements, free and clear of all mortgages, deeds of trust, liens, pledges, charges, security interests, encumbrances, and other adverse claims, except for the Permitted Liens. The Mortgagor is an Iowa limited liability company, duly organized, validly existing, and in good standing under the laws of the

Section 3.2 — Debtor-in-Possession Status The Mortgagor is a debtor-in-possession under Chapter 11 of the Bankruptcy Code. No trustee, examiner with expanded powers, or similar fiduciary has been appointed in the Bankruptcy Case. The Mortgagor has been authorized by the DIP Orders to incur the Obligations under the DIP Credit Agreement and to grant the liens and security interests contemplated by this Mortgage pursua

Section 3.3 — No Conflicting Liens Other than the Permitted Liens (including pre-petition liens that are now primed by the lien of this Mortgage), the Mortgaged Property is free and clear of all mortgages, deeds of trust, liens, pledges, charges, security interests, encumbrances, restrictions, covenants, conditions, rights-of-way, easements, judgments, and other adverse claims. The Mortgagor has not executed any othe

Section 3.4 — Compliance with Laws The Mortgaged Property and the use and operation thereof comply in all material respects with all applicable federal, state, and local laws, ordinances, statutes, codes, rules, regulations, orders, and requirements, including, without limitation, all Environmental Laws (including, without limitation, Iowa Code Chapter 455B, CERCLA, and RCRA), zoning ordinances, building codes, fire

Section 3.5 — Insurance The Mortgagor maintains property and casualty insurance on the Mortgaged Property in such amounts, with such deductibles, and with such carriers as are satisfactory to the Collateral Agent, including all-risk property insurance in an amount not less than the full replacement cost of the Improvements and Fixtures, commercial general liability insurance, business interruption insurance, and such

Section 3.6 — No Condemnation No condemnation, eminent domain, or similar proceeding is pending or, to the Mortgagor's knowledge after due inquiry, threatened against the Mortgaged Property or any portion thereof. The Mortgagor has not received any notice from any governmental authority indicating that the Mortgaged Property or any portion thereof is to be taken, condemned, or acquired for public or quasi-public use.

Section 3.7 — Environmental Matters Except as disclosed in the DIP Credit Agreement or the environmental reports delivered to the Collateral Agent in connection therewith: (a) no Hazardous Materials have been released, discharged, disposed of, or stored on, under, in, or from the Mortgaged Property in violation of any applicable Environmental Law; (b) the Mortgagor has not received any written notice from any governm

Section 3.8 — Taxes and Assessments All real property taxes, assessments, water charges, sewer charges, and other governmental charges imposed on the Mortgaged Property that are due and payable have been paid in full, except to the extent that any such taxes, assessments, or charges constitute pre-petition obligations of the Mortgagor that are subject to the automatic stay under Section 362 of the Bankruptcy Code or

Section 3.9 — Property Address and Description The Mortgaged Property is commonly known as 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, and is situated in Black Hawk County, Iowa. The Mortgaged Property comprises the Cedar Falls manufacturing plant, which is one of three manufacturing facilities operated by the Mortgagor. The other two manufacturing facilities are located at 2200 Industrial Boulevard, Decatur,

Section 3.10 — No Foreign Person The Mortgagor is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and is not a "foreign partner," "foreign trust," or "foreign estate" within the meaning of any applicable provision of the Internal Revenue Code. The Mortgagor's United States taxpayer identification number (Employer Identification

ARTICLE IV — ASSIGNMENT OF LEASES AND RENTS

Section 4.1 — Assignment As additional security for the payment and performance of the Obligations, the Mortgagor hereby absolutely, unconditionally, and irrevocably assigns, transfers, and sets over unto the Collateral Agent, for the benefit of the Secured Parties, all of the Mortgagor's right, title, and interest in and to: (a) all existing and future Leases of all or any part of the Mortgaged Property, including a

Section 4.2 — License Back Notwithstanding the foregoing absolute assignment, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent hereby grants to the Mortgagor a revocable license to collect, receive, and use the Rents in the ordinary course of the Mortgagor's business, subject to the terms and conditions of the DIP Credit Agreement, including, without limitation, compliance wi

Section 4.3 — Revocation upon Default Upon the occurrence and during the continuance of an Event of Default, the license granted in Section 4.2 shall automatically and immediately terminate without notice to the Mortgagor, and the Collateral Agent shall be entitled, without limitation, to: (a) notify any tenant or other person obligated to pay Rents to make payment directly to the Collateral Agent or its designee; (b

Section 4.4 — Mortgagor's Obligations as Lessor The Mortgagor shall: (a) faithfully observe and perform all of the obligations of the lessor or landlord under each Lease; (b) maintain each Lease in full force and effect during the term thereof; (c) give prompt written notice to the Collateral Agent of any default by any tenant under any Lease; (d) not enter into, modify, amend, extend, renew, or terminate any Lease o

Section 4.5 — Iowa Assignment of Rents Act This assignment of Leases and Rents is intended to create a security interest in the Rents for the benefit of the Collateral Agent and the Secured Parties, and this assignment shall be governed by and construed in accordance with Iowa Code Chapter 572A (the Uniform Assignment of Rents Act), to the extent applicable. The Mortgagor and the Collateral Agent intend that this ass

ARTICLE V — COVENANTS OF MORTGAGOR The Mortgagor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 5.1 — Payment of Obligations The Mortgagor shall pay and perform all Obligations under the DIP Credit Agreement and the other Security Documents as and when due, including, without limitation, all principal, interest (including default interest, if applicable), the Closing Fee, the Exit Fee, the Unused Line Fee, and all costs, expenses, advances, and indemnification obligations, strictly in accordance with th

Section 5.2 — Maintenance and Repair The Mortgagor shall maintain the Mortgaged Property in good condition and repair, ordinary wear and tear excepted, and shall not commit or permit any waste, impairment, or deterioration of the Mortgaged Property or any part thereof. The Mortgagor shall make all necessary repairs, renewals, and replacements to the Mortgaged Property so that the Mortgaged Property will at all times

Section 5.3 — Insurance The Mortgagor shall maintain at all times during the term of this Mortgage the following insurance coverages: (a) Property Insurance. All-risk or special form property insurance covering the Improvements and Fixtures in an amount not less than the full replacement cost thereof (without deduction for depreciation), with deductibles satisfactory to the Collateral Agent, issued by an insurer or i

Section 5.4 — Taxes and Assessments The Mortgagor shall pay, or cause to be paid, prior to the date on which any penalty or interest would attach thereto, all real property taxes, assessments, water charges, sewer charges, ground rents, and other governmental charges imposed upon or assessed against the Mortgaged Property or any part thereof, subject to the provisions of the Bankruptcy Code regarding pre-petition tax

Section 5.5 — Compliance with Laws The Mortgagor shall comply, and shall cause the Mortgaged Property to comply, in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, judgments, and decrees, including, without limitation, all Environmental Laws, zoning requirements, building codes, fire codes, health and safety regulations, and the Americ

Section 5.6 — Protection of Collateral Agent's Lien The Mortgagor shall not create, incur, assume, or permit to exist any mortgage, deed of trust, lien, pledge, charge, security interest, encumbrance, or other adverse claim on the Mortgaged Property or any part thereof, other than the Permitted Liens. The Mortgagor shall defend the title to the Mortgaged Property and the validity, priority, and enforceability of the

Section 5.7 — No Alterations The Mortgagor shall not make, or permit to be made, any material structural alteration, addition, improvement, or demolition to or of the Improvements without the prior written consent of the Collateral Agent (or as otherwise permitted under the DIP Credit Agreement and the DIP Budget); provided, however, that ordinary-course maintenance, repairs, and replacements that do not materially a

Section 5.8 — Inspection The Mortgagor shall permit the Collateral Agent and its authorized representatives, agents, and designees (including, without limitation, Bellwether Valuation Services Inc. or such other appraisers, consultants, or inspectors as the Collateral Agent may designate) to enter upon and inspect the Mortgaged Property at reasonable times during normal business hours upon reasonable prior notice to

Section 5.9 — Financial Reporting The Mortgagor shall provide the Collateral Agent and the Administrative Agent with copies of all financial statements, reports, budgets, variance reports, and other information required to be delivered under the DIP Credit Agreement, including, without limitation: (a) the 13-week DIP Budget (initially covering the period from May 15, 2025 through August 13, 2025, with subsequent exte

Section 5.10 — Environmental Covenants The Mortgagor shall not cause or permit any release, discharge, emission, disposal, or storage of Hazardous Materials on, in, under, or from the Mortgaged Property in violation of any applicable Environmental Law. The Mortgagor shall promptly notify the Collateral Agent of: (a) the occurrence of any release or threatened release of Hazardous Materials on, in, under, or from the

Section 5.11 — Condemnation The Mortgagor shall promptly notify the Collateral Agent of the institution of, or the receipt of notice of, any condemnation, eminent domain, or similar proceeding affecting the Mortgaged Property or any portion thereof. The Mortgagor hereby assigns to the Collateral Agent the right to participate in and approve (or disapprove) any settlement, compromise, or resolution of any such proceed

Section 5.12 — Further Assurances The Mortgagor shall, at its sole cost and expense, execute and deliver to the Collateral Agent such additional documents, instruments, and agreements as the Collateral Agent may from time to time reasonably request to evidence, confirm, perfect, protect, or enforce the lien and security interest of this Mortgage, including, without limitation: (a) UCC financing statements (including

ARTICLE VI — EVENTS OF DEFAULT

Section 6.1 — Events of Default Each of the following shall constitute an "Event of Default" under this Mortgage: (a) DIP Credit Agreement Defaults. The occurrence of any "Event of Default" as defined in the DIP Credit Agreement, which definition is hereby incorporated by reference in its entirety, including, without limitation: (i) failure to pay any principal, interest, fee, or other amount when due under the DIP C

Section 7.1 — Acceleration Upon the occurrence of an Event of Default, the Collateral Agent, acting at the direction of the Required Lenders and the Administrative Agent, may, by written notice to the Mortgagor, declare all Obligations immediately due and payable in full, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Mortgagor to the fullest exten

Section 7.2 — Foreclosure Upon the occurrence of an Event of Default, the Collateral Agent may, at its option, institute judicial foreclosure proceedings against the Mortgaged Property, in whole or in part, pursuant to Iowa Code Chapter 654 or by any other method permitted by applicable law. In any such foreclosure proceeding, the Collateral Agent shall be entitled to recover the entire amount of the Obligations, tog

Section 7.3 — Power of Sale To the extent permitted by Iowa law or by order of the Bankruptcy Court, the Collateral Agent shall have the power of sale with respect to the Mortgaged Property and may sell the Mortgaged Property, in whole or in part, at public or private sale, in accordance with applicable law and any procedures approved by the Bankruptcy Court. The Mortgagor acknowledges that Iowa is primarily a judici

Section 7.4 — UCC Remedies With respect to any personal property, equipment, inventory, or Fixtures constituting part of the Mortgaged Property that are subject to the Iowa Uniform Commercial Code, the Collateral Agent shall have all of the rights and remedies of a secured party under the Iowa UCC (Iowa Code Chapter 554, Article 9), including, without limitation, the right to take possession of such property, the rig

Section 7.5 — Receiver Upon the occurrence of an Event of Default, the Collateral Agent shall be entitled to the appointment of a receiver for the Mortgaged Property as a matter of right, without notice to the Mortgagor, and without regard to the adequacy of the security for the Obligations or the solvency of the Mortgagor or any other person liable for the Obligations, subject to the approval of the Bankruptcy Court