Contract analysis

ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 — Definitions. As used in this Mortgage, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the DIP Credit Agreement. "Administrative Agent" means Ironclad Capital Partners LP, in its capacity as administrative agent under the DIP Credit Agreement, together with its successors and assigns in

Section 1.2 — Rules of Construction. (a) Capitalized terms used in this Mortgage but not otherwise defined herein shall have the meanings assigned to such terms in the DIP Credit Agreement. In the event of any inconsistency between the definitions set forth in this Mortgage and those set forth in the DIP Credit Agreement, the definitions in the DIP Credit Agreement shall control, except to the extent that Illinois re

Section 1.3 — Exhibits. The following exhibits are attached to and incorporated in this Mortgage by this reference: Exhibit A: Legal Description of the Land (Decatur Plant parcel in Macon County, Illinois) Exhibit B: Permitted Encumbrances / Title Exceptions

Section 2.1 — Grant of Mortgage. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the prompt and complete payment and performance of all Secured Obligations, the Mortgagor hereby irrevocably mortgages, grants, bargains, sells, conveys, assigns, transfers, pledges, and hypothecates to the Mortgagee, with power of sale (to the extent permitted by the laws

Section 2.2 — The Land. All that certain parcel or parcels of real property situated in Macon County, State of Illinois, commonly known as 2200 Industrial Boulevard, Decatur, Illinois 62521, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all of the Mortgagor's right, title, and interest in and to: (a) all streets, roads, alleys, and public ways adj

Section 2.3 — The Improvements. All buildings, structures, manufacturing facilities, chemical processing plants, storage tanks, loading docks, warehouses, offices, laboratories, rail sidings, utility infrastructure, and other improvements of every kind and nature now erected or hereafter erected, constructed, placed, or situated on the Land (collectively, the "Improvements"), including, without limitation, all additi

Section 2.4 — Fixtures and Equipment. All fixtures, equipment, apparatus, machinery, fittings, and appurtenances of every kind and nature whatsoever now or hereafter attached to, located on, or used in connection with the Improvements or the Land, to the extent constituting fixtures under applicable Illinois law (including 810 ILCS 5/9-102 and 810 ILCS 5/9-334), including, without limitation: heating, ventilating, an

Section 2.5 — Easements, Rights, and Appurtenances. All easements, licenses, rights-of-way, water rights, riparian rights, mineral rights, air rights, development rights, and other rights, privileges, and appurtenances now or hereafter benefiting, belonging to, or in any way appertaining to the Land or the Improvements, including, without limitation, all rights to the use of common areas, driveways, parking areas, an

Section 2.6 — Rents, Issues, and Profits. All rents, issues, profits, revenues, royalties, income, and other benefits of every kind and nature now or hereafter due, payable, or accruing from any tenant, subtenant, licensee, or other occupant of any portion of the Mortgaged Property, whether under Leases now existing or hereafter entered into, or otherwise, and including all deposits (including security deposits), pre

Section 2.7 — Leases. All of the Mortgagor's right, title, and interest as landlord, lessor, or licensor under all present and future Leases affecting all or any portion of the Mortgaged Property, together with all guarantees, sureties, security deposits, letters of credit, and other credit support and credit enhancements held by the Mortgagor in connection with any such Lease, and together with all of the Mortgagor'

Section 2.8 — Proceeds and Awards. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation: (a) all insurance proceeds payable by reason of any loss or damage to all or any portion of the Mortgaged Property; (b) all awards, damages, compensation, settlements, and other payments heretofore or hereafter made resulting from condemnat

Section 2.9 — After-Acquired Property. All additional property, interests, improvements, fixtures, rights, and appurtenances of every kind and nature hereafter acquired by the Mortgagor and located on, attached to, or appurtenant to the Land or the Improvements, or otherwise constituting a part of or relating to the Mortgaged Property.

Section 2.10 — Books and Records. All books, records, accounts, ledgers, files, correspondence, documents, instruments, databases, plans, drawings, specifications, engineering reports, environmental reports, surveys, appraisals, and other writings and records of every kind and nature relating to the ownership, use, operation, management, maintenance, or condition of the Mortgaged Property.

Section 2.11 — Habendum. TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, and appurtenances thereto belonging or in any way appertaining, unto the Mortgagee and its successors and assigns, for the benefit of the Secured Parties, forever, subject to the terms and conditions of this Mortgage, the DIP Credit Agreement, the other DIP Loan Documents, and the DIP Orders, until the Secured O

ARTICLE III SECURED OBLIGATIONS

Section 3.1 — Obligations Secured. This Mortgage secures the prompt and complete payment and performance of all Secured Obligations, including, without limitation, the following: (a) All principal amounts outstanding under the DIP Credit Agreement, up to an aggregate principal amount of one hundred seventy-five million dollars ($175,000,000); (b) All interest accruing on such principal amounts at the rate of SOFR plu

Section 3.2 — Superpriority and Priming Lien Status. The lien of this Mortgage constitutes a first-priority priming lien on the Mortgaged Property under Section 364(d) of the Bankruptcy Code, priming all pre-petition liens and security interests on the Mortgaged Property, including, without limitation, those in favor of Prairie State Bank, N.A., in its capacity as pre-petition first lien agent under that certain Pre-

Section 3.3 — Adequate Protection of Pre-Petition Liens. The parties hereto acknowledge that, pursuant to the Adequate Protection Stipulation entered into in connection with the DIP Credit Agreement and as approved by the DIP Orders, Prairie State Bank, N.A., in its capacity as pre-petition first lien agent, holds: (a) replacement liens on the Mortgaged Property, which replacement liens are junior in priority to the

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE MORTGAGOR The Mortgagor hereby represents and warrants to the Collateral Agent and the Secured Parties as follows, as of the date hereof and as of each date on which any loan or advance is made under the DIP Credit Agreement:

Section 4.1 — Title and Authority. (a) The Mortgagor is the owner of good and indefeasible fee simple title to the Land and the Improvements, subject only to the Permitted Encumbrances set forth in Exhibit B hereto. The Mortgagor has the lawful right, power, and authority to mortgage, grant, convey, assign, transfer, and pledge the Mortgaged Property as provided herein. (b) The Mortgagor is an Iowa limited liability

Section 4.2 — Valid Lien. This Mortgage, upon recordation in the Office of the Recorder of Deeds of Macon County, Illinois, creates a valid, binding, and enforceable lien on the Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties, securing the payment and performance of the Secured Obligations, enforceable against the Mortgagor, its creditors, and all third parties, subject only

Section 4.3 — No Conflicting Liens or Encumbrances. Except for the Permitted Encumbrances, the Mortgaged Property is free and clear of all liens, claims, encumbrances, charges, security interests, mortgages, deeds of trust, and other interests of every kind and nature, other than the pre-petition liens of Prairie State Bank, N.A. (as pre-petition first lien agent), which pre-petition liens are being primed pursuant t

Section 4.4 — No Violation. The execution, delivery, and performance of this Mortgage by the Mortgagor do not and will not: (a) violate any provision of the Mortgagor's organizational documents (including its certificate of organization and operating agreement); (b) violate any order, judgment, injunction, decree, or award of any court, governmental body, or arbitral tribunal to which the Mortgagor or the Mortgaged P

Section 4.5 — Compliance with Laws. The Mortgaged Property and the use and operation thereof comply in all material respects with all applicable zoning, building, environmental, health, safety, and land use laws, ordinances, rules, and regulations of all governmental authorities having jurisdiction thereover. All material governmental permits, licenses, certificates, and approvals required for the ownership, use, ope

Section 4.6 — Property Condition. The Improvements are structurally sound and in good condition and repair, adequate for the Mortgagor's manufacturing operations at the Decatur Plant. No material portion of the Improvements has been damaged or destroyed by fire, flood, storm, earthquake, or other casualty that has not been fully repaired and restored. The Improvements are served by adequate utilities and infrastructu

Section 4.7 — Taxes and Assessments. All real property taxes, special assessments, and governmental charges currently due and payable with respect to the Mortgaged Property for all fiscal years prior to the fiscal year in which the Petition Date occurs have been paid in full, or adequate reserves have been established for the payment thereof. With respect to taxes and assessments accruing after the Petition Date, the

Section 4.8 — Environmental. (a) To the Mortgagor's knowledge, after due inquiry, there are no environmental conditions existing at, on, under, or emanating from the Decatur Plant that would reasonably be expected to give rise to material environmental liability under any applicable federal, state, or local environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation, and L

Section 4.9 — Insurance. The Mortgaged Property is insured against fire, hazard, and other casualties in amounts and with coverage, deductibles, and carriers consistent with the requirements of the DIP Credit Agreement. All insurance premiums currently due and payable have been paid. For completeness, the Mortgagor notes that it maintains directors' and officers' liability coverage with Stonebridge Insurance Group Lt

Section 4.10 — Leases. The Mortgagor has provided to the Collateral Agent a complete and accurate schedule of all Leases affecting the Mortgaged Property as of the date hereof, including the name of each tenant, the premises demised, the term (including any renewal options), the rent payable, and any security deposits or other credit support. Each such Lease is in full force and effect, and no material default exists

Section 4.11 — Appraisals. The Mortgaged Property has been or will be appraised by Bellwether Valuation Services Inc. for purposes of establishing the DIP borrowing base and collateral coverage in accordance with the requirements of the DIP Credit Agreement. The Mortgagor has cooperated and will continue to cooperate with Bellwether Valuation Services Inc. in connection with such appraisal, including by providing acc

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

Section 5.1 — Payment of Secured Obligations. The Mortgagor shall duly and punctually pay and perform all Secured Obligations as and when the same shall become due and payable under the DIP Credit Agreement and the other DIP Loan Documents, whether at maturity, upon acceleration, or otherwise, in the amounts, at the times, and in the manner specified therein, and shall duly and punctually perform and observe each and

Section 5.2 — Maintenance and Repair. (a) The Mortgagor shall maintain the Mortgaged Property, including all manufacturing equipment, chemical processing infrastructure, storage facilities, buildings, structures, fixtures, and other improvements at the Decatur Plant, in good condition, working order, and repair, ordinary wear and tear excepted, and shall make all necessary repairs, renewals, and replacements thereto,

Section 5.3 — Insurance. (a) The Mortgagor shall maintain at all times during the term of this Mortgage the following insurance coverage with respect to the Mortgaged Property, in such amounts, with such deductibles, and with such insurance carriers as are required by the DIP Credit Agreement: (i) Property insurance on an all-risk or special form basis, covering the Improvements and all fixtures located on the Mortga

Section 5.4 — Taxes and Assessments. The Mortgagor shall pay, or cause to be paid, before any penalty or interest accrues thereon, all real property taxes, special assessments, water and sewer charges, and all other governmental levies, charges, and impositions of every kind and nature assessed, levied, or imposed upon or with respect to the Mortgaged Property, as and when the same shall become due and payable, subje

Section 5.5 — Compliance with Laws. The Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, orders, judgments, decrees, and requirements of all governmental authorities having jurisdiction over the Mortgaged Property or the use, operation, or occupancy thereof, including, without limitation: (a) all environmental laws, including

Section 5.6 — Environmental Covenants. (a) The Mortgagor shall not cause or permit the release, emission, discharge, disposal, or storage of any hazardous substance (as defined in CERCLA, RCRA, or any applicable state environmental law) on, at, from, or under the Mortgaged Property, except in the ordinary course of the Mortgagor's manufacturing operations at the Decatur Plant and in compliance with all applicable env

Section 5.7 — Condemnation / Eminent Domain. (a) The Mortgagor shall promptly notify the Collateral Agent of any actual or threatened condemnation or eminent domain proceeding affecting the Mortgaged Property or any portion thereof, and shall deliver to the Collateral Agent copies of all notices, pleadings, and other documents received by the Mortgagor in connection with any such proceeding. (b) The Collateral Agent

Section 5.8 — Leases and Tenancies. (a) The Mortgagor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), enter into, execute, amend, modify, supplement, extend, renew, terminate, cancel, or accept a surrender of any Lease affecting the Mortgaged Property, except: (i) in the ordinary course of business consistent with the DI

Section 5.9 — No Further Encumbrances. The Mortgagor shall not create, incur, assume, or suffer to exist any lien, mortgage, deed of trust, pledge, security interest, encumbrance, charge, or other adverse claim or interest on or with respect to the Mortgaged Property or any portion thereof, other than: (a) the Permitted Encumbrances set forth in Exhibit B hereto; (b) the lien of this Mortgage; and (c) liens and encum

Section 5.10 — Financial Covenants and Reporting. (a) The Mortgagor shall comply with all financial covenants set forth in the DIP Credit Agreement, including, without limitation: (i) the maintenance at all times of minimum liquidity of fifteen million dollars ($15,000,000), measured as the sum of unrestricted cash and cash equivalents plus availability under the DIP Facility; (ii) a maximum cumulative variance to bu

Section 5.11 — Access and Inspection. The Collateral Agent and its agents, representatives, consultants, and contractors (including Bellwether Valuation Services Inc.) shall have the right, at reasonable times and upon reasonable prior notice to the Mortgagor (which notice shall not be less than two (2) business days), to enter upon, inspect, survey, photograph, appraise, and examine the Mortgaged Property and all bo

Section 5.12 — Protection of Security. The Mortgagor shall, at the Mortgagor's sole cost and expense, execute and deliver to the Collateral Agent all supplemental instruments, agreements, financing statements, continuation statements, certificates, affidavits, and other documents and filings as the Collateral Agent may from time to time reasonably request to maintain, protect, perfect, and preserve the lien and secur

ARTICLE VI ASSIGNMENT OF LEASES AND RENTS

Section 6.1 — Absolute Assignment. The Mortgagor hereby absolutely and unconditionally assigns, transfers, and sets over to the Collateral Agent, for the benefit of the Secured Parties, all of the Mortgagor's right, title, and interest in and to: (a) all Leases now or hereafter affecting all or any portion of the Mortgaged Property; and (b) all Rents, issues, profits, revenues, royalties, income, and other benefits o

Section 6.2 — License to Collect Rents. Notwithstanding the absolute assignment set forth in Section 6.1 hereof, so long as no Event of Default has occurred and is continuing, the Mortgagor shall have a revocable license from the Collateral Agent to collect, receive, and apply all Rents from the Mortgaged Property in the ordinary course of business and to retain and use such Rents for the following purposes and in th

Section 6.3 — Collateral Agent's Rights Upon Default. Upon the occurrence and during the continuance of an Event of Default and upon the revocation of the license granted in Section 6.2 hereof, the Collateral Agent shall have the right, in addition to and without limiting any other rights and remedies available to the Collateral Agent under this Mortgage, the DIP Credit Agreement, or applicable law, to exercise any o