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RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017

Attention: Lisa Morrow

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MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

Execution Version

Made in connection with that certain Credit Agreement dated as of January 30, 2026 (the "Credit Agreement") CUSIP 96438LAA3

Property Address: 7100 Redstone Gateway Boulevard, Huntsville, AL 35808 County of Madison, State of Alabama

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of January 30, 2026, by and between:

WHITMORE PROPULSION SYSTEMS, INC. ("WPS" or "Mortgagor"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (Employer Identification Number: 84-2057831; Delaware Secretary of State Filing No. 6104873), as mortgagor;

and

PRESCOTT NATIONAL BANK, N.A. ("Mortgagee" or "Collateral Agent"), a national banking association organized under the laws of the United States of America, having its principal office at 550 South Tryon Street, Charlotte, North Carolina 28202, acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement referenced below), as mortgagee.

Background and Context. WPS is a wholly owned subsidiary of Whitmore Aerospace LLC, a limited liability company organized and existing under the laws of the State of Delaware ("WAL" or the "Borrower"). WAL, as Borrower, has entered into that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among WAL as Borrower, the Subsidiary Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Prescott National Bank, N.A. as Administrative Agent, Collateral Agent, and Swingline Lender, providing for a senior secured revolving credit facility in the aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000), with a maturity date of January 30, 2031.

WPS is a Subsidiary Guarantor under the Credit Agreement and has executed and delivered that certain Guarantee Agreement dated as of January 30, 2026 (the "Guarantee Agreement"), pursuant to which WPS has unconditionally guaranteed the full and punctual payment and performance of all Obligations of WAL under the Credit Agreement and the other Loan Documents. WPS has also executed and delivered that certain Pledge and Security Agreement dated as of January 30, 2026 (the "Pledge and Security Agreement"), granting a security interest in substantially all of its personal property assets to the Collateral Agent for the benefit of the Secured Parties.

This Mortgage is executed and delivered by WPS to secure the Obligations (as defined in the Credit Agreement), including all amounts owing under the Credit Agreement, the Guarantee Agreement, and all other Loan Documents, and constitutes a "Loan Document" as defined in the Credit Agreement.

RECITALS

WHEREAS, WAL, as Borrower, has entered into the Credit Agreement providing for a $450,000,000 senior secured revolving credit facility with a syndicate of lenders (collectively, the "Lenders"), consisting of Prescott National Bank, N.A. (commitment of $135,000,000, representing 30% of the aggregate commitments), Harborview Trust Company (commitment of $90,000,000, representing 20% of the aggregate commitments), Meridian Commercial Lending Corp. (commitment of $90,000,000, representing 20% of the aggregate commitments), Atlas Fidelity Bank (commitment of $67,500,000, representing 15% of the aggregate commitments), and Commonwealth Capital Markets, Inc. (commitment of $67,500,000, representing 15% of the aggregate commitments);

WHEREAS, WPS is a wholly owned subsidiary of WAL and has executed and delivered the Guarantee Agreement, pursuant to which WPS has unconditionally guaranteed all Obligations of WAL under the Credit Agreement and the other Loan Documents;

WHEREAS, WPS is the fee simple owner of that certain real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, in Madison County, Alabama, as more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"), together with all improvements, buildings, structures, fixtures, and appurtenances thereon or pertaining thereto;

WHEREAS, the Credit Agreement requires, as a condition precedent to the initial funding of borrowings thereunder, the execution and delivery by each Subsidiary Guarantor of mortgages, deeds of trust, or similar instruments in favor of the Collateral Agent on all owned real property of the Borrower and its Subsidiary Guarantors with an appraised value exceeding Five Million Dollars ($5,000,000), and the Mortgaged Property (as defined herein) has an appraised value of approximately Twenty-Eight Million Dollars ($28,000,000), as established by the appraisal conducted in connection with the Credit Agreement;

WHEREAS, it is a condition of the Credit Agreement and the Loan Documents that Mortgagor execute and deliver this Mortgage to Mortgagee to secure the Obligations under the Loan Documents; and

WHEREAS, the execution, delivery, and performance of this Mortgage by Mortgagor have been duly authorized by all necessary corporate action of WPS.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the prompt and complete payment, performance, and observance of all Obligations (as defined herein), Mortgagor hereby grants, bargains, sells, conveys, mortgages, pledges, and assigns to Mortgagee, its successors and assigns, for the benefit of the Secured Parties, with power of sale (to the extent permitted by the laws of the State of Alabama), the Mortgaged Property as more particularly described in the Granting Clauses set forth in Article II below, subject to the terms and conditions of this Mortgage.

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ARTICLE I — DEFINITIONS

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 Agreement, the definition set forth in the Credit Agreement shall control, except to the extent that a different meaning is required by the context of this Mortgage or by applicable Alabama law governing the creation, perfection, priority, or enforcement of the lien created hereby.

The following terms, as used in this Mortgage, shall have the meanings set forth below:

"Borrower" means Whitmore Aerospace LLC, a limited liability company organized and existing under the laws of the State of Delaware.

"Credit Agreement" means that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among Whitmore Aerospace LLC, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, providing for a senior secured revolving credit facility in the aggregate principal amount of $450,000,000, as the same may be amended, restated, amended and restated, supplemented, extended, renewed, replaced, or otherwise modified from time to time.

"Event of Default" means any event or condition constituting an "Event of Default" as defined in Section 8.01 of the Credit Agreement, as well as any event or condition specified as an Event of Default in Section 7.01 of this Mortgage.

"Fixtures" means all fixtures, equipment, machinery, apparatus, fittings, and other items of every kind and nature that are now or hereafter attached, affixed, or appurtenant to the Land or the Improvements, or that are now or hereafter used, usable, or intended to be used in the operation, occupancy, or enjoyment of the Land or the Improvements, including all heating, ventilating, and air conditioning equipment, boilers, engines, motors, dynamos, generators, piping, plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating, and communications equipment, and all other equipment and appurtenances of every kind and character.

"Improvements" means all buildings, structures, facilities, and improvements of every kind and nature now or hereafter located on, under, or above the Land, including the manufacturing facility used for turbine and propulsion component production (the "WPS Manufacturing Facility"), together with all additions, alterations, and appurtenances thereto, and all roadways, sidewalks, landscaping, parking areas, utility lines, and other site improvements pertaining thereto.

"Land" means the real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, in Madison County, Alabama, as more particularly described by the metes and bounds legal description set forth in Exhibit A attached hereto and made a part hereof.

"Leases" means all leases, subleases, tenancies, licenses, concessions, occupancy agreements, and all other agreements (whether written or oral, and whether now existing or hereafter entered into) for the use, occupancy, or possession of the Mortgaged Property or any part thereof, together with all amendments, extensions, renewals, and modifications thereof, and all guaranties of any tenant's obligations thereunder.

"Loan Documents" means the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Promissory Notes, this Mortgage, each other mortgage or deed of trust executed by any Loan Party in favor of the Collateral Agent, and all other agreements, instruments, certificates, and documents executed and delivered in connection with the Credit Agreement, as each may be amended, restated, supplemented, or otherwise modified from time to time.

"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Leases, the Rents, and all other property, rights, interests, and estates described in, conveyed by, or subject to the lien of the Granting Clauses set forth in Article II of this Mortgage, together with all proceeds thereof.

"Mortgagee" means Prescott National Bank, N.A., a national banking association, acting in its capacity as Collateral Agent for the benefit of the Secured Parties under the Loan Documents, and its successors and assigns in such capacity.

"Mortgagor" means Whitmore Propulsion Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, and its permitted successors and assigns.

"Obligations" means all present and future indebtedness, liabilities, and obligations of the Borrower and each Guarantor (including Mortgagor) to the Secured Parties under or in connection with the Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, due or to become due, including (a) all principal amounts outstanding under the Credit Agreement, (b) all interest thereon, including interest accruing at the applicable rate and, upon the occurrence and during the continuance of an Event of Default, interest at the Default Rate (which equals Adjusted Term SOFR plus 350 basis points, plus an additional 200 basis points), (c) all fees, commissions, charges, and premiums payable under the Loan Documents, (d) all costs, expenses (including attorneys' fees), and indemnification obligations payable under the Loan Documents, and (e) all amounts payable in respect of any renewals, extensions, modifications, refinancings, or rearrangements of any of the foregoing.

"Permitted Liens" has the meaning ascribed to such term in the Credit Agreement.

"Rents" means all rents, income, revenue, royalties, issues, profits, proceeds, receipts, and other amounts of every kind and nature, whether in cash or in kind, now or hereafter receivable or otherwise distributable to, or for the account of, Mortgagor from or in connection with the Mortgaged Property or any portion thereof, including all amounts payable under the Leases, all parking revenues, and all proceeds from business operations conducted on the Mortgaged Property.

"Secured Parties" means the Administrative Agent, the Collateral Agent, each of the Lenders, the Swingline Lender, the LC Issuer, and each other Person that is a "Secured Party" under and as defined in the Credit Agreement or any other Loan Document.

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 rights and obligations, to the maximum extent permissible under applicable law, consistent with the governing law provisions of the Credit Agreement.

(b) All references herein to the Credit Agreement, or to any other Loan Document, shall be deemed to include all amendments, restatements, amendments and restatements, supplements, extensions, renewals, replacements, and other modifications thereto or thereof.

(c) As used herein, the singular shall include the plural, and the plural shall include the singular, unless the context otherwise requires. References to any gender shall include all genders. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "herein," "hereof," "hereunder," and "hereby" refer to this Mortgage as a whole and not to any particular section, paragraph, or provision.

(d) The headings and captions in this Mortgage are inserted for convenience of reference only and shall not define, limit, or affect the interpretation or construction of the provisions hereof.

(e) All references to sections, articles, exhibits, and schedules are to sections, articles, exhibits, and schedules of this Mortgage unless otherwise specified.

(f) Any reference to a statute, regulation, or law shall include all amendments, successor provisions, and regulations promulgated thereunder, unless the context otherwise requires.

ARTICLE II — GRANTING CLAUSES

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 Parties, with power of sale (to the fullest extent permitted under Alabama law, including the Code of Alabama § 35-10-1 et seq.), a continuing lien on and security interest in the following property and rights (collectively, together with all replacements, additions, substitutions, and accessions thereto, the "Mortgaged Property"):

(a) The Land. All that certain lot, piece, or parcel of land situate, lying, and being in Madison County, State of Alabama, located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, as more particularly described by metes and bounds in Exhibit A attached hereto and incorporated herein by this reference, together with all right, title, and interest of Mortgagor in and to any land lying in the bed of any street, road, or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof, and all right, title, and interest of Mortgagor in and to any strips or gores of land adjacent to or used in connection with the Land.

(b) The Improvements. All buildings, structures, facilities, and improvements of every kind and nature now or hereafter erected, constructed, placed, or located upon the Land, including the WPS Manufacturing Facility used for turbine and propulsion component production, together with all additions, alterations, modifications, replacements, and appurtenances thereto, all of which Improvements shall be deemed to be and remain a part of the Mortgaged Property and subject to the lien of this Mortgage, whether or not the same are or shall be attached to the Land in any manner.

(c) Fixtures. All Fixtures now or hereafter attached to, installed upon, placed upon, or used in connection with the Land and the Improvements, including all manufacturing equipment, machinery, apparatus, boilers, engines, generators, HVAC systems, plumbing fixtures, electrical systems, elevators, escalators, fire suppression systems, security systems, and all other equipment and personal property that has become or may hereafter become so related to the Land and the Improvements as to constitute a fixture under the laws of the State of Alabama.

(d) Easements and Appurtenances. All easements, rights-of-way, privileges, liberties, tenements, hereditaments, and appurtenances belonging to or in any way pertaining to the Land, including rights of ingress and egress, all strips and gores within or adjoining the Land, and all rights of way to any streets, alleys, passages, drains, and other rights used in connection with the Land or as a means of access thereto.

(e) Water, Mineral, and Air Rights. All water rights, water courses, riparian rights, mineral rights, oil, gas, and other hydrocarbon rights, air rights, development rights, and all other rights of every nature and description appurtenant to or otherwise associated with the Land, to the extent owned by Mortgagor.

(f) Condemnation Awards. All awards, payments, damages, compensation, proceeds, claims, and causes of action (and the right to receive the same) that may be made, paid, or arise as a result of or in connection with any condemnation, taking, or exercise of the right of eminent domain with respect to all or any part of the Mortgaged Property, or any change of grade of any street, road, or avenue affecting the Land, or any other injury to, or decrease in the value of, the Mortgaged Property for any public or quasi-public use or purpose under any law.

(g) Insurance Proceeds. All proceeds of, and all unearned premiums on, any and all policies of insurance now or hereafter covering the Mortgaged Property or any part thereof (regardless of whether Mortgagee is named therein as an additional insured, loss payee, or otherwise), including all fire, casualty, property, hazard, liability, title, and other insurance policies.

(h) Proceeds. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including all proceeds of sale, exchange, or other disposition of any of the foregoing, and all proceeds of insurance and condemnation awards, and all other amounts from time to time paid or payable under or in connection with any of the foregoing.

TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging, unto Mortgagee and its successors and assigns, for the uses and purposes set forth herein, until the Obligations are indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated, at which time this Mortgage shall become null and void and shall be discharged and released of record at Mortgagor's expense.

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 unconditional assignment and not merely the granting of a lien or security interest. The foregoing assignment shall not be construed to bind Mortgagee to the performance of any of the covenants, conditions, or provisions contained in any Lease or otherwise impose any obligation upon Mortgagee.

(b) Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing under this Mortgage or under the Credit Agreement, Mortgagor shall have a revocable license to collect, receive, use, and enjoy the Rents from the Mortgaged Property as the same become due and payable, subject to the terms and conditions of the Loan Documents. Such license shall be automatically revoked, without the necessity of any notice, demand, or other action by Mortgagee, upon the occurrence and during the continuance of an Event of Default.

(c) Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall be entitled, without notice to Mortgagor (to the extent permitted by applicable law), to (i) collect and receive the Rents directly from tenants, licensees, and other occupants of the Mortgaged Property, (ii) enter upon the Mortgaged Property for the purpose of collecting the Rents, (iii) apply the Rents so collected to the payment of the Obligations in such order and manner as Mortgagee may determine in its sole discretion, and (iv) exercise any and all rights and remedies of a landlord under the Leases. Any Rents collected by Mortgagee shall be applied first to the costs and expenses of collection (including reasonable attorneys' fees), then to the Obligations in such order of application as Mortgagee may determine.

(d) Mortgagor hereby irrevocably authorizes and directs each tenant, lessee, licensee, and other occupant of the Mortgaged Property, upon receipt of written notice from Mortgagee stating that an Event of Default has occurred, to pay all Rents thereafter becoming due directly to Mortgagee, and Mortgagor agrees that each such party shall be entitled to rely upon such notice without any obligation to inquire into the accuracy thereof.

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 first-priority security interest in all such personal property and fixtures, including the Fixtures, and all proceeds thereof.

(b) Mortgagor hereby authorizes Mortgagee, at Mortgagor's expense, to file or cause to be filed in all appropriate filing offices one or more financing statements (including fixture filings in the real property records of Madison County, Alabama) and any amendments, continuations, and other documents as may be necessary or desirable to perfect, maintain, and continue the perfection of the security interest granted herein. Mortgagor agrees to execute and deliver such additional financing statements, fixture filings, and other instruments as Mortgagee may reasonably request from time to time.

(c) A separate UCC-1 financing statement has been or will be filed with the Delaware Secretary of State (WPS being organized in the State of Delaware) to perfect the security interest granted herein with respect to personal property. In addition, a UCC-1 fixture filing will be filed in the real property records of Madison County, Alabama, to perfect the security interest in Fixtures.

(d) This Mortgage constitutes a financing statement filed as a fixture filing pursuant to Alabama Code § 7-9A-502. For purposes of such fixture filing: (i) the name and address of the debtor is Whitmore Propulsion Systems, Inc., 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (a Delaware corporation, EIN 84-2057831, Delaware Secretary of State Filing No. 6104873); (ii) the name and address of the secured party is Prescott National Bank, N.A., as Collateral Agent, 550 South Tryon Street, Charlotte, North Carolina 28202; and (iii) a description of the real property to which the fixtures relate is set forth in Exhibit A hereto.

ARTICLE III — SECURED OBLIGATIONS

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 Default Rate of Adjusted Term SOFR plus 350 basis points plus an additional 200 basis points), fees (including commitment fees, letter of credit fees, agency fees, and all other fees), charges, commissions, premiums, and all other amounts due and payable by the Borrower or any Guarantor under the Credit Agreement, whether now existing or hereafter arising. The aggregate principal amount of the revolving credit facility under the Credit Agreement is $450,000,000.

(b) All amounts due and payable by WPS (as Guarantor) under the Guarantee Agreement dated as of January 30, 2026, pursuant to which WPS has unconditionally guaranteed all Obligations of WAL under the Credit Agreement and the other Loan Documents.

(c) All amounts due and payable by WPS under the other Loan Documents, including the Pledge and Security Agreement dated as of January 30, 2026, and all other agreements, instruments, certificates, and documents now or hereafter executed and delivered by WPS in connection with the Credit Agreement.

(d) All costs, expenses (including reasonable attorneys' fees and disbursements, court costs, and expenses of enforcement), advances, and indemnification obligations incurred by or payable to Mortgagee or any other Secured Party under or in connection with this Mortgage or any other Loan Document.

(e) All renewals, extensions, modifications, refinancings, consolidations, and rearrangements of any and all of the indebtedness, liabilities, and obligations described in clauses (a) through (d) above.

For purposes of Alabama recording tax calculation and in compliance with applicable Alabama law, the maximum principal indebtedness secured by this Mortgage is Four Hundred Fifty Million Dollars ($450,000,000), plus all interest thereon (including interest at the Default Rate), fees, costs, expenses, and other amounts described herein and in the other Loan Documents. The foregoing statement of maximum principal indebtedness is made for recording tax purposes only and shall not be construed to limit the Obligations secured hereby.

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

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 requires such qualification. WPS has full corporate power and authority to own, lease, and operate its properties and to execute, deliver, and perform its obligations under this Mortgage and the other Loan Documents to which it is a party. The execution, delivery, and performance by WPS of this Mortgage and the other Loan Documents to which it is a party have been duly authorized by all necessary corporate action of WPS, including resolutions of the Board of Directors of WPS approved on January 22, 2026, which resolutions remain in full force and effect and have not been amended, modified, or rescinded. No further corporate action, consent, or approval is required for the execution, delivery, and performance of this Mortgage by WPS.

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 hereof and in Exhibit C hereto.

Mortgagor acknowledges that there exists a prior mortgage encumbering the Mortgaged Property, recorded in the real property records of Madison County, Alabama, in Book 2021, at Page 4417, recorded on March 19, 2021 (the "Existing Mortgage"), which secures the Existing Facility (as defined in the Credit Agreement), being a $210,000,000 senior secured term loan dated March 15, 2021. The Existing Mortgage will be satisfied and discharged in full upon the payoff of the Existing Facility, which payoff is expected to occur simultaneously with or promptly following the initial borrowing under the Credit Agreement. The estimated payoff amount of the Existing Facility as of March 1, 2026, is approximately $169,312,500 (consisting of approximately $168,750,000 in principal and approximately $562,500 in accrued and unpaid interest). Upon the discharge of the Existing Mortgage, the lien of this Mortgage shall constitute a first-priority lien on the Mortgaged Property, subject only to Permitted Liens.

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 governmental directive applicable to WPS or the Mortgaged Property, or (c) conflict with, result in a breach of, constitute a default under (with or without the giving of notice or the lapse of time, or both), or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material agreement, contract, lease, license, mortgage, deed of trust, indenture, or other instrument to which WPS is a party or by which WPS or any of its properties is bound.

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 principles of equity, whether considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).

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 authorizations required for the current use and operation of the Mortgaged Property, including for its use as a turbine and propulsion component manufacturing facility. To Mortgagor's knowledge, there are no pending or threatened condemnation, eminent domain, or similar proceedings affecting all or any part of the Mortgaged Property, and Mortgagor has received no written notice of any such proceedings.

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 Environmental Law (as defined in the Credit Agreement) or gives rise to any liability or obligation under any Environmental Law.

(b) To Mortgagor's knowledge, there are no underground storage tanks, asbestos-containing materials in a friable condition, or polychlorinated biphenyls located on or within the Mortgaged Property that would give rise to any material liability under any Environmental Law.

(c) A Phase I environmental site assessment of the Mortgaged Property is to be conducted by Creston Environmental Sciences, Inc. as a post-closing deliverable in accordance with the requirements of the Credit Agreement. The target delivery date for such Phase I assessment is February 14, 2026, with a hard deadline of February 28, 2026. Mortgagor shall cooperate fully with Creston Environmental Sciences, Inc. in conducting such assessment and shall provide access to the Mortgaged Property for such purpose.

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 and restored. To Mortgagor's knowledge, there are no structural deficiencies or material deferred maintenance items affecting the Improvements.

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 Mortgaged Property, other than normal periodic reassessments.

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. Mortgagor has provided or will provide to Mortgagee certificates of insurance and endorsements evidencing such coverages, naming Mortgagee (Prescott National Bank, N.A., as Collateral Agent) as additional insured and loss payee / mortgagee under a standard mortgagee clause, as more particularly described in Article VI hereof.

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 encumbrances on or affecting the Mortgaged Property. Upon the discharge of the Existing Mortgage, the lien of this Mortgage will be a valid, perfected, first-priority mortgage lien on the Mortgaged Property, subject only to Permitted Liens.

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

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

(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, replacements, and improvements that are necessary or desirable to maintain the Mortgaged Property in such condition.

(b) Mortgagor shall not commit, suffer, or permit any waste of the Mortgaged Property. Mortgagor shall take all reasonable steps to prevent deterioration of the Mortgaged Property.

(c) Mortgagor shall not remove, demolish, or materially alter any Improvements or Fixtures without the prior written consent of Mortgagee, except for (i) alterations, improvements, and replacements made in the ordinary course of Mortgagor's business that do not materially diminish the value of the Mortgaged Property or impair the structural integrity of the Improvements, and (ii) the replacement of worn-out or obsolete equipment and fixtures with items of equal or greater value and utility.

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 Mortgagee, upon request, evidence of the payment of such taxes and assessments.

(b) Mortgagor may contest in good faith any such tax or assessment by appropriate legal proceedings, provided that (i) no Event of Default exists hereunder, (ii) such contest effectively stays the collection of the contested amount and the sale or forfeiture of the Mortgaged Property, (iii) Mortgagor has established adequate reserves (in accordance with GAAP) for such contested amounts, and (iv) Mortgagor prosecutes such contest with due diligence.

(c) Mortgagee may, in its reasonable discretion, require Mortgagor to deposit with Mortgagee, on a monthly basis, an amount equal to one-twelfth (1/12) of the estimated annual real property taxes and insurance premiums for the Mortgaged Property, to be held in an escrow account for the payment of such taxes and insurance premiums when due. Such escrow deposits shall not bear interest unless required by applicable Alabama law.

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 the Mortgaged Property, the ownership, use, operation, or occupancy thereof, and the conduct of Mortgagor's business thereon.

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 the ordinary course of Mortgagor's manufacturing operations in compliance with all applicable Environmental Laws and in quantities customary for such operations.

(b) Mortgagor shall promptly notify Mortgagee in writing of (i) any environmental claim, demand, action, suit, or proceeding asserted or commenced against Mortgagor or the Mortgaged Property, (ii) the discovery of any Hazardous Materials contamination on, under, or migrating to or from the Mortgaged Property, (iii) any release of Hazardous Materials on or from the Mortgaged Property in a quantity that is reportable under any Environmental Law, and (iv) the receipt by Mortgagor of any notice from any governmental agency or authority relating to any of the foregoing.

(c) If environmental remediation of the Mortgaged Property is required by any Environmental Law or governmental authority, Mortgagor shall promptly conduct and complete such remediation at Mortgagor's sole cost and expense, in accordance with all applicable Environmental Laws and in a manner reasonably satisfactory to Mortgagee.

(d) Mortgagor shall indemnify, defend, and hold harmless Mortgagee and the other Secured Parties from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any Hazardous Materials contamination or Environmental Law violations affecting the Mortgaged Property.

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 Mortgaged Property or the lien of this Mortgage and shall take all actions reasonably necessary to defend such title and lien.

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 consent under the Credit Agreement). Mortgagor shall promptly discharge or bond over any lien or encumbrance on the Mortgaged Property that is not a Permitted Lien within thirty (30) days after receiving notice or becoming aware thereof.

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 the terms of the Credit Agreement. Mortgagor shall deliver to Mortgagee a true, correct, and complete copy of each Lease (and any amendment or modification thereof) promptly upon execution.

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 Mortgaged Property or any interest therein in violation of this Section 5.09 shall be null and void and shall constitute an Event of Default hereunder.

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 Property, conducting environmental assessments, reviewing records and documents, and verifying compliance by Mortgagor with the terms and conditions of this Mortgage and the other Loan Documents. In the case of an emergency or upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right to enter upon and inspect the Mortgaged Property at any time without prior notice. Mortgagor shall cooperate fully with any such inspection and shall provide access to all areas of the Mortgaged Property and all relevant records and documents.

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 preceding fiscal year). Any breach of the financial covenants set forth in the Credit Agreement shall constitute an Event of Default under the Credit Agreement and, by cross-reference, an Event of Default under this Mortgage. Mortgagor acknowledges that the financial condition and performance of the Borrower and its subsidiaries (including Mortgagor) are material to the Mortgagee's decision to extend credit under the Credit Agreement and to accept this Mortgage as security for the Obligations.

ARTICLE VI — INSURANCE

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, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft, vehicles, smoke, and such other risks as are customarily insured against for properties of a similar type and use. Such insurance shall be in an amount not less than the full replacement cost value of the Improvements and Fixtures (and in no event less than the appraised value of $28,000,000 for the Improvements), without coinsurance penalty, with an agreed amount endorsement or equivalent provision.

(b) Commercial General Liability Insurance. Commercial general liability insurance covering claims for bodily injury, personal injury, and property damage occurring on, in, or about the Mortgaged Property, with combined single limit coverage in amounts not less than those required by the Credit Agreement.

(c) Business Interruption Insurance. Business interruption or loss of rents insurance in an amount sufficient to cover not less than twelve (12) months of lost income or rents from the Mortgaged Property.

(d) Flood Insurance. If the Mortgaged Property or any part thereof is located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, flood insurance in an amount not less than the outstanding principal balance of the Obligations or the maximum amount available under the National Flood Insurance Program, whichever is less, or such greater amount as may be required by the Credit Agreement. The flood zone determination for the Mortgaged Property is to be confirmed by the survey to be delivered post-closing.

(e) Other Insurance. Such other insurance (including, without limitation, boiler and machinery insurance, workers' compensation insurance, and terrorism risk insurance) as Mortgagee may reasonably require from time to time, in such amounts and with such coverages as are customary for properties of similar type, use, and location.

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 endorsement acceptable to Mortgagee).

(b) All insurance shall be placed with insurance carriers that have a claims-paying ability rating of not less than "A-" and a financial size category of not less than "VII" from A.M. Best Company (or an equivalent rating from another nationally recognized rating agency acceptable to Mortgagee).

(c) All insurance required hereunder has been or will be placed through Falconer Risk Advisors, Inc., WAL's insurance broker (account executive: Daniel Herrera). Mortgagor shall deliver or cause to be delivered to Mortgagee certificates of insurance and, upon request, certified copies of all insurance policies evidencing the required coverages.

(d) Insurance endorsements naming the Collateral Agent as loss payee and additional insured are a post-closing deliverable under the Credit Agreement and are due to be delivered by February 14, 2026. Mortgagor shall use commercially reasonable efforts to cause such endorsements to be delivered by such date.

(e) All insurance policies shall provide that the coverage afforded thereunder shall not be canceled, reduced, or materially modified without at least thirty (30) days' prior written notice to Mortgagee (or ten (10) days' prior written notice in the case of non-payment of premium). Mortgagor shall deliver evidence of the renewal of each insurance policy not less than fifteen (15) days prior to the expiration date of such policy.

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 the conditions set forth therein), insurance proceeds shall be applied either (i) to the restoration and repair of the Mortgaged Property, if the conditions for restoration set forth in the Credit Agreement are satisfied, or (ii) to the prepayment of the Obligations in the order and manner specified in the Credit Agreement.

(c) If insurance proceeds are to be applied to the restoration of the Mortgaged Property, Mortgagee shall hold such proceeds in a segregated account and shall disburse the same to Mortgagor in accordance with customary construction draw procedures, including requirements for lien waivers, architect's certifications, inspections, and retention of a reasonable holdback amount. All restoration shall be completed in a good and workmanlike manner and in compliance with all applicable laws, and the restored property shall have a value and utility not less than the Mortgaged Property had immediately prior to the casualty.

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 applicable provisions of the Credit Agreement. Mortgagee shall have the right to participate in any condemnation proceeding and to be represented by counsel of its choice, at Mortgagor's expense.

(c) No settlement or compromise of any condemnation proceeding shall be made by Mortgagor without the prior written consent of Mortgagee.

ARTICLE VII — EVENTS OF DEFAULT AND REMEDIES

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 the Borrower to make any payment of principal, interest, fees, or other amounts when due under the Credit Agreement or any other Loan Document, (ii) any breach of any representation or warranty made by the Borrower or any Guarantor in any Loan Document, (iii) any violation of the financial covenants set forth in the Credit Agreement (including the maximum total leverage ratio, minimum interest coverage ratio, and maximum capital expenditures covenants), (iv) any cross-default to other indebtedness in excess of the threshold amount specified in the Credit Agreement, (v) any bankruptcy, insolvency, or similar event affecting the Borrower or any Guarantor, (vi) any change of control of the Borrower, and (vii) any other event or condition specified as an Event of Default in the Credit Agreement.

(b) Covenant Default. Failure by Mortgagor to perform, observe, or comply with any covenant, agreement, or obligation under this Mortgage (other than a covenant, the breach of which is specifically addressed in another subsection of this Section 7.01), and such failure continues for a period of thirty (30) days after written notice thereof from Mortgagee to Mortgagor; provided, however, that if such failure is of a nature that it cannot reasonably be cured within such thirty (30)-day period but is capable of being cured, and Mortgagor has commenced efforts to cure such failure within such thirty (30)-day period and is diligently and in good faith pursuing such cure, such cure period shall be extended for an additional sixty (60) days (for a total cure period of ninety (90) days).

(c) Misrepresentation. Any representation or warranty made by Mortgagor herein, or in any certificate, report, financial statement, or other document furnished to Mortgagee in connection herewith, proves to have been materially incorrect, incomplete, or misleading when made or deemed made.

(d) Tax and Insurance Default. Failure by Mortgagor to pay any real property taxes, assessments, or governmental charges affecting the Mortgaged Property, or to maintain any insurance required hereunder, and such failure continues for thirty (30) days after written notice thereof from Mortgagee to Mortgagor.

(e) Unauthorized Liens. The filing or creation of any lien, encumbrance, or charge against the Mortgaged Property (other than Permitted Liens) that is not discharged, released, or bonded over to Mortgagee's reasonable satisfaction within thirty (30) days after Mortgagor becomes aware thereof or receives written notice thereof from Mortgagee.

(f) Casualty. Material damage to, or destruction of, the Mortgaged Property (or any significant portion thereof) that is (i) not covered by insurance maintained in accordance with Article VI hereof, or (ii) covered by insurance but for which Mortgagor has not commenced restoration within a reasonable period (not to exceed ninety (90) days) after such damage or destruction, or for which the insurance proceeds are insufficient to restore the Mortgaged Property and Mortgagor has not provided assurance satisfactory to Mortgagee that Mortgagor will fund the shortfall.

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 with the terms and provisions of the Credit Agreement, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by Mortgagor to the fullest extent permitted by applicable law.

(b) Foreclosure. Institute proceedings for the foreclosure of this Mortgage by judicial action or by exercise of the power of sale granted herein, in accordance with the laws of the State of Alabama, including the Code of Alabama § 35-10-1 et seq., as the same may be amended or supplemented from time to time, and sell the Mortgaged Property (or any part thereof) at public auction to the highest bidder, in the manner and upon the terms and conditions provided by applicable Alabama law.

(c) Possession. Enter upon and take possession and control of the Mortgaged Property (and each and every part thereof), either personally or by its agents, nominees, or attorneys, and manage, operate, and maintain the Mortgaged Property, and make such repairs, alterations, and improvements as Mortgagee may deem necessary or appropriate to preserve and protect the Mortgaged Property and its value.

(d) Collection of Rents. Collect all Rents, issues, and profits from the Mortgaged Property and apply the same, after payment of all costs and expenses of collection (including reasonable attorneys' fees), to the Obligations in such order and manner as Mortgagee may determine in its sole discretion.

(e) Receiver. Apply to any court of competent jurisdiction for the appointment of a receiver for the Mortgaged Property, with such powers as may be authorized by the court, including the power to take possession, manage, and operate the Mortgaged Property, collect Rents, and apply the net proceeds to the Obligations. Mortgagor hereby consents to the appointment of such a receiver and agrees that such appointment may be made without notice to Mortgagor and without regard to the adequacy of any security for the Obligations.

(f) UCC Remedies. Exercise any and all rights and remedies available to a secured party under the Alabama UCC with respect to personal property and fixtures constituting part of the Mortgaged Property, including the right to take possession of, collect, receive, sell, lease, or otherwise dispose of such personal property and fixtures, whether or not the same are severed from the Land or the Improvements.

(g) Other Remedies. Exercise any other right, remedy, power, or privilege available to Mortgagee at law, in equity, by statute, or otherwise, including any rights or remedies under the other Loan Documents.

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 of sale in a newspaper published in Madison County, Alabama, for the period and in the manner prescribed by Alabama Code § 35-10-13, sell the Mortgaged Property (or any part thereof) at public auction, at the front door of the courthouse of Madison County, Alabama (or at such other location as may be designated by applicable law), to the highest bidder for cash.

(b) Mortgagee may bid at any such sale and may purchase the Mortgaged Property (or any part thereof) at any such sale.

(i) First, to the payment of all costs and expenses of the sale, including reasonable attorneys' fees,

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:
Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
Attention: Lisa Morrow
Space Above This Line Reserved for Recorder's Use
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MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
Execution Version
Made in connection with that certain Credit Agreement dated as of January 30, 2026 (the "Credit Agreement") CUSIP 96438LAA3
Property Address: 7100 Redstone Gateway Boulevard, Huntsville, AL 35808 County of Madison, State of Alabama
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of January 30, 2026, by and between:
WHITMORE PROPULSION SYSTEMS, INC. ("WPS" or "Mortgagor"), a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (Employer Identification Number: 84-2057831; Delaware Secretary of State Filing No. 6104873), as mortgagor;
and
PRESCOTT NATIONAL BANK, N.A. ("Mortgagee" or "Collateral Agent"), a national banking association organized under the laws of the United States of America, having its principal office at 550 South Tryon Street, Charlotte, North Carolina 28202, acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement referenced below), as mortgagee.
Background and Context. WPS is a wholly owned subsidiary of Whitmore Aerospace LLC, a limited liability company organized and existing under the laws of the State of Delaware ("WAL" or the "Borrower"). WAL, as Borrower, has entered into that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among WAL as Borrower, the Subsidiary Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Prescott National Bank, N.A. as Administrative Agent, Collateral Agent, and Swingline Lender, providing for a senior secured revolving credit facility in the aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000), with a maturity date of January 30, 2031.
WPS is a Subsidiary Guarantor under the Credit Agreement and has executed and delivered that certain Guarantee Agreement dated as of January 30, 2026 (the "Guarantee Agreement"), pursuant to which WPS has unconditionally guaranteed the full and punctual payment and performance of all Obligations of WAL under the Credit Agreement and the other Loan Documents. WPS has also executed and delivered that certain Pledge and Security Agreement dated as of January 30, 2026 (the "Pledge and Security Agreement"), granting a security interest in substantially all of its personal property assets to the Collateral Agent for the benefit of the Secured Parties.
This Mortgage is executed and delivered by WPS to secure the Obligations (as defined in the Credit Agreement), including all amounts owing under the Credit Agreement, the Guarantee Agreement, and all other Loan Documents, and constitutes a "Loan Document" as defined in the Credit Agreement.
RECITALS
WHEREAS, WAL, as Borrower, has entered into the Credit Agreement providing for a $450,000,000 senior secured revolving credit facility with a syndicate of lenders (collectively, the "Lenders"), consisting of Prescott National Bank, N.A. (commitment of $135,000,000, representing 30% of the aggregate commitments), Harborview Trust Company (commitment of $90,000,000, representing 20% of the aggregate commitments), Meridian Commercial Lending Corp. (commitment of $90,000,000, representing 20% of the aggregate commitments), Atlas Fidelity Bank (commitment of $67,500,000, representing 15% of the aggregate commitments), and Commonwealth Capital Markets, Inc. (commitment of $67,500,000, representing 15% of the aggregate commitments);
WHEREAS, WPS is a wholly owned subsidiary of WAL and has executed and delivered the Guarantee Agreement, pursuant to which WPS has unconditionally guaranteed all Obligations of WAL under the Credit Agreement and the other Loan Documents;
WHEREAS, WPS is the fee simple owner of that certain real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, in Madison County, Alabama, as more particularly described in Exhibit A attached hereto and made a part hereof (the "Land"), together with all improvements, buildings, structures, fixtures, and appurtenances thereon or pertaining thereto;
WHEREAS, the Credit Agreement requires, as a condition precedent to the initial funding of borrowings thereunder, the execution and delivery by each Subsidiary Guarantor of mortgages, deeds of trust, or similar instruments in favor of the Collateral Agent on all owned real property of the Borrower and its Subsidiary Guarantors with an appraised value exceeding Five Million Dollars ($5,000,000), and the Mortgaged Property (as defined herein) has an appraised value of approximately Twenty-Eight Million Dollars ($28,000,000), as established by the appraisal conducted in connection with the Credit Agreement;
WHEREAS, it is a condition of the Credit Agreement and the Loan Documents that Mortgagor execute and deliver this Mortgage to Mortgagee to secure the Obligations under the Loan Documents; and
WHEREAS, the execution, delivery, and performance of this Mortgage by Mortgagor have been duly authorized by all necessary corporate action of WPS.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the prompt and complete payment, performance, and observance of all Obligations (as defined herein), Mortgagor hereby grants, bargains, sells, conveys, mortgages, pledges, and assigns to Mortgagee, its successors and assigns, for the benefit of the Secured Parties, with power of sale (to the extent permitted by the laws of the State of Alabama), the Mortgaged Property as more particularly described in the Granting Clauses set forth in Article II below, subject to the terms and conditions of this Mortgage.
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ARTICLE I — DEFINITIONS
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 Agreement, the definition set forth in the Credit Agreement shall control, except to the extent that a different meaning is required by the context of this Mortgage or by applicable Alabama law governing the creation, perfection, priority, or enforcement of the lien created hereby.
The following terms, as used in this Mortgage, shall have the meanings set forth below:
"Borrower" means Whitmore Aerospace LLC, a limited liability company organized and existing under the laws of the State of Delaware.
"Credit Agreement" means that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026, among Whitmore Aerospace LLC, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, providing for a senior secured revolving credit facility in the aggregate principal amount of $450,000,000, as the same may be amended, restated, amended and restated, supplemented, extended, renewed, replaced, or otherwise modified from time to time.
"Event of Default" means any event or condition constituting an "Event of Default" as defined in Section 8.01 of the Credit Agreement, as well as any event or condition specified as an Event of Default in Section 7.01 of this Mortgage.
"Fixtures" means all fixtures, equipment, machinery, apparatus, fittings, and other items of every kind and nature that are now or hereafter attached, affixed, or appurtenant to the Land or the Improvements, or that are now or hereafter used, usable, or intended to be used in the operation, occupancy, or enjoyment of the Land or the Improvements, including all heating, ventilating, and air conditioning equipment, boilers, engines, motors, dynamos, generators, piping, plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating, and communications equipment, and all other equipment and appurtenances of every kind and character.
"Improvements" means all buildings, structures, facilities, and improvements of every kind and nature now or hereafter located on, under, or above the Land, including the manufacturing facility used for turbine and propulsion component production (the "WPS Manufacturing Facility"), together with all additions, alterations, and appurtenances thereto, and all roadways, sidewalks, landscaping, parking areas, utility lines, and other site improvements pertaining thereto.
"Land" means the real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, in Madison County, Alabama, as more particularly described by the metes and bounds legal description set forth in Exhibit A attached hereto and made a part hereof.
"Leases" means all leases, subleases, tenancies, licenses, concessions, occupancy agreements, and all other agreements (whether written or oral, and whether now existing or hereafter entered into) for the use, occupancy, or possession of the Mortgaged Property or any part thereof, together with all amendments, extensions, renewals, and modifications thereof, and all guaranties of any tenant's obligations thereunder.
"Loan Documents" means the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Promissory Notes, this Mortgage, each other mortgage or deed of trust executed by any Loan Party in favor of the Collateral Agent, and all other agreements, instruments, certificates, and documents executed and delivered in connection with the Credit Agreement, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Leases, the Rents, and all other property, rights, interests, and estates described in, conveyed by, or subject to the lien of the Granting Clauses set forth in Article II of this Mortgage, together with all proceeds thereof.
"Mortgagee" means Prescott National Bank, N.A., a national banking association, acting in its capacity as Collateral Agent for the benefit of the Secured Parties under the Loan Documents, and its successors and assigns in such capacity.
"Mortgagor" means Whitmore Propulsion Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, and its permitted successors and assigns.
"Obligations" means all present and future indebtedness, liabilities, and obligations of the Borrower and each Guarantor (including Mortgagor) to the Secured Parties under or in connection with the Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, due or to become due, including (a) all principal amounts outstanding under the Credit Agreement, (b) all interest thereon, including interest accruing at the applicable rate and, upon the occurrence and during the continuance of an Event of Default, interest at the Default Rate (which equals Adjusted Term SOFR plus 350 basis points, plus an additional 200 basis points), (c) all fees, commissions, charges, and premiums payable under the Loan Documents, (d) all costs, expenses (including attorneys' fees), and indemnification obligations payable under the Loan Documents, and (e) all amounts payable in respect of any renewals, extensions, modifications, refinancings, or rearrangements of any of the foregoing.
"Permitted Liens" has the meaning ascribed to such term in the Credit Agreement.
"Rents" means all rents, income, revenue, royalties, issues, profits, proceeds, receipts, and other amounts of every kind and nature, whether in cash or in kind, now or hereafter receivable or otherwise distributable to, or for the account of, Mortgagor from or in connection with the Mortgaged Property or any portion thereof, including all amounts payable under the Leases, all parking revenues, and all proceeds from business operations conducted on the Mortgaged Property.
"Secured Parties" means the Administrative Agent, the Collateral Agent, each of the Lenders, the Swingline Lender, the LC Issuer, and each other Person that is a "Secured Party" under and as defined in the Credit Agreement or any other Loan Document.
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 rights and obligations, to the maximum extent permissible under applicable law, consistent with the governing law provisions of the Credit Agreement.
(b) All references herein to the Credit Agreement, or to any other Loan Document, shall be deemed to include all amendments, restatements, amendments and restatements, supplements, extensions, renewals, replacements, and other modifications thereto or thereof.
(c) As used herein, the singular shall include the plural, and the plural shall include the singular, unless the context otherwise requires. References to any gender shall include all genders. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "herein," "hereof," "hereunder," and "hereby" refer to this Mortgage as a whole and not to any particular section, paragraph, or provision.
(d) The headings and captions in this Mortgage are inserted for convenience of reference only and shall not define, limit, or affect the interpretation or construction of the provisions hereof.
(e) All references to sections, articles, exhibits, and schedules are to sections, articles, exhibits, and schedules of this Mortgage unless otherwise specified.
(f) Any reference to a statute, regulation, or law shall include all amendments, successor provisions, and regulations promulgated thereunder, unless the context otherwise requires.
ARTICLE II — GRANTING CLAUSES
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 Parties, with power of sale (to the fullest extent permitted under Alabama law, including the Code of Alabama § 35-10-1 et seq.), a continuing lien on and security interest in the following property and rights (collectively, together with all replacements, additions, substitutions, and accessions thereto, the "Mortgaged Property"):
(a) The Land. All that certain lot, piece, or parcel of land situate, lying, and being in Madison County, State of Alabama, located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, as more particularly described by metes and bounds in Exhibit A attached hereto and incorporated herein by this reference, together with all right, title, and interest of Mortgagor in and to any land lying in the bed of any street, road, or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof, and all right, title, and interest of Mortgagor in and to any strips or gores of land adjacent to or used in connection with the Land.
(b) The Improvements. All buildings, structures, facilities, and improvements of every kind and nature now or hereafter erected, constructed, placed, or located upon the Land, including the WPS Manufacturing Facility used for turbine and propulsion component production, together with all additions, alterations, modifications, replacements, and appurtenances thereto, all of which Improvements shall be deemed to be and remain a part of the Mortgaged Property and subject to the lien of this Mortgage, whether or not the same are or shall be attached to the Land in any manner.
(c) Fixtures. All Fixtures now or hereafter attached to, installed upon, placed upon, or used in connection with the Land and the Improvements, including all manufacturing equipment, machinery, apparatus, boilers, engines, generators, HVAC systems, plumbing fixtures, electrical systems, elevators, escalators, fire suppression systems, security systems, and all other equipment and personal property that has become or may hereafter become so related to the Land and the Improvements as to constitute a fixture under the laws of the State of Alabama.
(d) Easements and Appurtenances. All easements, rights-of-way, privileges, liberties, tenements, hereditaments, and appurtenances belonging to or in any way pertaining to the Land, including rights of ingress and egress, all strips and gores within or adjoining the Land, and all rights of way to any streets, alleys, passages, drains, and other rights used in connection with the Land or as a means of access thereto.
(e) Water, Mineral, and Air Rights. All water rights, water courses, riparian rights, mineral rights, oil, gas, and other hydrocarbon rights, air rights, development rights, and all other rights of every nature and description appurtenant to or otherwise associated with the Land, to the extent owned by Mortgagor.
(f) Condemnation Awards. All awards, payments, damages, compensation, proceeds, claims, and causes of action (and the right to receive the same) that may be made, paid, or arise as a result of or in connection with any condemnation, taking, or exercise of the right of eminent domain with respect to all or any part of the Mortgaged Property, or any change of grade of any street, road, or avenue affecting the Land, or any other injury to, or decrease in the value of, the Mortgaged Property for any public or quasi-public use or purpose under any law.
(g) Insurance Proceeds. All proceeds of, and all unearned premiums on, any and all policies of insurance now or hereafter covering the Mortgaged Property or any part thereof (regardless of whether Mortgagee is named therein as an additional insured, loss payee, or otherwise), including all fire, casualty, property, hazard, liability, title, and other insurance policies.
(h) Proceeds. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including all proceeds of sale, exchange, or other disposition of any of the foregoing, and all proceeds of insurance and condemnation awards, and all other amounts from time to time paid or payable under or in connection with any of the foregoing.
TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging, unto Mortgagee and its successors and assigns, for the uses and purposes set forth herein, until the Obligations are indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated, at which time this Mortgage shall become null and void and shall be discharged and released of record at Mortgagor's expense.
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 unconditional assignment and not merely the granting of a lien or security interest. The foregoing assignment shall not be construed to bind Mortgagee to the performance of any of the covenants, conditions, or provisions contained in any Lease or otherwise impose any obligation upon Mortgagee.
(b) Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing under this Mortgage or under the Credit Agreement, Mortgagor shall have a revocable license to collect, receive, use, and enjoy the Rents from the Mortgaged Property as the same become due and payable, subject to the terms and conditions of the Loan Documents. Such license shall be automatically revoked, without the necessity of any notice, demand, or other action by Mortgagee, upon the occurrence and during the continuance of an Event of Default.
(c) Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall be entitled, without notice to Mortgagor (to the extent permitted by applicable law), to (i) collect and receive the Rents directly from tenants, licensees, and other occupants of the Mortgaged Property, (ii) enter upon the Mortgaged Property for the purpose of collecting the Rents, (iii) apply the Rents so collected to the payment of the Obligations in such order and manner as Mortgagee may determine in its sole discretion, and (iv) exercise any and all rights and remedies of a landlord under the Leases. Any Rents collected by Mortgagee shall be applied first to the costs and expenses of collection (including reasonable attorneys' fees), then to the Obligations in such order of application as Mortgagee may determine.
(d) Mortgagor hereby irrevocably authorizes and directs each tenant, lessee, licensee, and other occupant of the Mortgaged Property, upon receipt of written notice from Mortgagee stating that an Event of Default has occurred, to pay all Rents thereafter becoming due directly to Mortgagee, and Mortgagor agrees that each such party shall be entitled to rely upon such notice without any obligation to inquire into the accuracy thereof.
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 first-priority security interest in all such personal property and fixtures, including the Fixtures, and all proceeds thereof.
(b) Mortgagor hereby authorizes Mortgagee, at Mortgagor's expense, to file or cause to be filed in all appropriate filing offices one or more financing statements (including fixture filings in the real property records of Madison County, Alabama) and any amendments, continuations, and other documents as may be necessary or desirable to perfect, maintain, and continue the perfection of the security interest granted herein. Mortgagor agrees to execute and deliver such additional financing statements, fixture filings, and other instruments as Mortgagee may reasonably request from time to time.
(c) A separate UCC-1 financing statement has been or will be filed with the Delaware Secretary of State (WPS being organized in the State of Delaware) to perfect the security interest granted herein with respect to personal property. In addition, a UCC-1 fixture filing will be filed in the real property records of Madison County, Alabama, to perfect the security interest in Fixtures.
(d) This Mortgage constitutes a financing statement filed as a fixture filing pursuant to Alabama Code § 7-9A-502. For purposes of such fixture filing: (i) the name and address of the debtor is Whitmore Propulsion Systems, Inc., 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (a Delaware corporation, EIN 84-2057831, Delaware Secretary of State Filing No. 6104873); (ii) the name and address of the secured party is Prescott National Bank, N.A., as Collateral Agent, 550 South Tryon Street, Charlotte, North Carolina 28202; and (iii) a description of the real property to which the fixtures relate is set forth in Exhibit A hereto.
ARTICLE III — SECURED OBLIGATIONS
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 Default Rate of Adjusted Term SOFR plus 350 basis points plus an additional 200 basis points), fees (including commitment fees, letter of credit fees, agency fees, and all other fees), charges, commissions, premiums, and all other amounts due and payable by the Borrower or any Guarantor under the Credit Agreement, whether now existing or hereafter arising. The aggregate principal amount of the revolving credit facility under the Credit Agreement is $450,000,000.
(b) All amounts due and payable by WPS (as Guarantor) under the Guarantee Agreement dated as of January 30, 2026, pursuant to which WPS has unconditionally guaranteed all Obligations of WAL under the Credit Agreement and the other Loan Documents.
(c) All amounts due and payable by WPS under the other Loan Documents, including the Pledge and Security Agreement dated as of January 30, 2026, and all other agreements, instruments, certificates, and documents now or hereafter executed and delivered by WPS in connection with the Credit Agreement.
(d) All costs, expenses (including reasonable attorneys' fees and disbursements, court costs, and expenses of enforcement), advances, and indemnification obligations incurred by or payable to Mortgagee or any other Secured Party under or in connection with this Mortgage or any other Loan Document.
(e) All renewals, extensions, modifications, refinancings, consolidations, and rearrangements of any and all of the indebtedness, liabilities, and obligations described in clauses (a) through (d) above.
For purposes of Alabama recording tax calculation and in compliance with applicable Alabama law, the maximum principal indebtedness secured by this Mortgage is Four Hundred Fifty Million Dollars ($450,000,000), plus all interest thereon (including interest at the Default Rate), fees, costs, expenses, and other amounts described herein and in the other Loan Documents. The foregoing statement of maximum principal indebtedness is made for recording tax purposes only and shall not be construed to limit the Obligations secured hereby.
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
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 requires such qualification. WPS has full corporate power and authority to own, lease, and operate its properties and to execute, deliver, and perform its obligations under this Mortgage and the other Loan Documents to which it is a party. The execution, delivery, and performance by WPS of this Mortgage and the other Loan Documents to which it is a party have been duly authorized by all necessary corporate action of WPS, including resolutions of the Board of Directors of WPS approved on January 22, 2026, which resolutions remain in full force and effect and have not been amended, modified, or rescinded. No further corporate action, consent, or approval is required for the execution, delivery, and performance of this Mortgage by WPS.
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 hereof and in Exhibit C hereto.
Mortgagor acknowledges that there exists a prior mortgage encumbering the Mortgaged Property, recorded in the real property records of Madison County, Alabama, in Book 2021, at Page 4417, recorded on March 19, 2021 (the "Existing Mortgage"), which secures the Existing Facility (as defined in the Credit Agreement), being a $210,000,000 senior secured term loan dated March 15, 2021. The Existing Mortgage will be satisfied and discharged in full upon the payoff of the Existing Facility, which payoff is expected to occur simultaneously with or promptly following the initial borrowing under the Credit Agreement. The estimated payoff amount of the Existing Facility as of March 1, 2026, is approximately $169,312,500 (consisting of approximately $168,750,000 in principal and approximately $562,500 in accrued and unpaid interest). Upon the discharge of the Existing Mortgage, the lien of this Mortgage shall constitute a first-priority lien on the Mortgaged Property, subject only to Permitted Liens.
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 governmental directive applicable to WPS or the Mortgaged Property, or (c) conflict with, result in a breach of, constitute a default under (with or without the giving of notice or the lapse of time, or both), or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any material agreement, contract, lease, license, mortgage, deed of trust, indenture, or other instrument to which WPS is a party or by which WPS or any of its properties is bound.
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 principles of equity, whether considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).
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 authorizations required for the current use and operation of the Mortgaged Property, including for its use as a turbine and propulsion component manufacturing facility. To Mortgagor's knowledge, there are no pending or threatened condemnation, eminent domain, or similar proceedings affecting all or any part of the Mortgaged Property, and Mortgagor has received no written notice of any such proceedings.
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 Environmental Law (as defined in the Credit Agreement) or gives rise to any liability or obligation under any Environmental Law.
(b) To Mortgagor's knowledge, there are no underground storage tanks, asbestos-containing materials in a friable condition, or polychlorinated biphenyls located on or within the Mortgaged Property that would give rise to any material liability under any Environmental Law.
(c) A Phase I environmental site assessment of the Mortgaged Property is to be conducted by Creston Environmental Sciences, Inc. as a post-closing deliverable in accordance with the requirements of the Credit Agreement. The target delivery date for such Phase I assessment is February 14, 2026, with a hard deadline of February 28, 2026. Mortgagor shall cooperate fully with Creston Environmental Sciences, Inc. in conducting such assessment and shall provide access to the Mortgaged Property for such purpose.
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 and restored. To Mortgagor's knowledge, there are no structural deficiencies or material deferred maintenance items affecting the Improvements.
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 Mortgaged Property, other than normal periodic reassessments.
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. Mortgagor has provided or will provide to Mortgagee certificates of insurance and endorsements evidencing such coverages, naming Mortgagee (Prescott National Bank, N.A., as Collateral Agent) as additional insured and loss payee / mortgagee under a standard mortgagee clause, as more particularly described in Article VI hereof.
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 encumbrances on or affecting the Mortgaged Property. Upon the discharge of the Existing Mortgage, the lien of this Mortgage will be a valid, perfected, first-priority mortgage lien on the Mortgaged Property, subject only to Permitted Liens.
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
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
(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, replacements, and improvements that are necessary or desirable to maintain the Mortgaged Property in such condition.
(b) Mortgagor shall not commit, suffer, or permit any waste of the Mortgaged Property. Mortgagor shall take all reasonable steps to prevent deterioration of the Mortgaged Property.
(c) Mortgagor shall not remove, demolish, or materially alter any Improvements or Fixtures without the prior written consent of Mortgagee, except for (i) alterations, improvements, and replacements made in the ordinary course of Mortgagor's business that do not materially diminish the value of the Mortgaged Property or impair the structural integrity of the Improvements, and (ii) the replacement of worn-out or obsolete equipment and fixtures with items of equal or greater value and utility.
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 Mortgagee, upon request, evidence of the payment of such taxes and assessments.
(b) Mortgagor may contest in good faith any such tax or assessment by appropriate legal proceedings, provided that (i) no Event of Default exists hereunder, (ii) such contest effectively stays the collection of the contested amount and the sale or forfeiture of the Mortgaged Property, (iii) Mortgagor has established adequate reserves (in accordance with GAAP) for such contested amounts, and (iv) Mortgagor prosecutes such contest with due diligence.
(c) Mortgagee may, in its reasonable discretion, require Mortgagor to deposit with Mortgagee, on a monthly basis, an amount equal to one-twelfth (1/12) of the estimated annual real property taxes and insurance premiums for the Mortgaged Property, to be held in an escrow account for the payment of such taxes and insurance premiums when due. Such escrow deposits shall not bear interest unless required by applicable Alabama law.
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 the Mortgaged Property, the ownership, use, operation, or occupancy thereof, and the conduct of Mortgagor's business thereon.
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 the ordinary course of Mortgagor's manufacturing operations in compliance with all applicable Environmental Laws and in quantities customary for such operations.
(b) Mortgagor shall promptly notify Mortgagee in writing of (i) any environmental claim, demand, action, suit, or proceeding asserted or commenced against Mortgagor or the Mortgaged Property, (ii) the discovery of any Hazardous Materials contamination on, under, or migrating to or from the Mortgaged Property, (iii) any release of Hazardous Materials on or from the Mortgaged Property in a quantity that is reportable under any Environmental Law, and (iv) the receipt by Mortgagor of any notice from any governmental agency or authority relating to any of the foregoing.
(c) If environmental remediation of the Mortgaged Property is required by any Environmental Law or governmental authority, Mortgagor shall promptly conduct and complete such remediation at Mortgagor's sole cost and expense, in accordance with all applicable Environmental Laws and in a manner reasonably satisfactory to Mortgagee.
(d) Mortgagor shall indemnify, defend, and hold harmless Mortgagee and the other Secured Parties from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any Hazardous Materials contamination or Environmental Law violations affecting the Mortgaged Property.
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 Mortgaged Property or the lien of this Mortgage and shall take all actions reasonably necessary to defend such title and lien.
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 consent under the Credit Agreement). Mortgagor shall promptly discharge or bond over any lien or encumbrance on the Mortgaged Property that is not a Permitted Lien within thirty (30) days after receiving notice or becoming aware thereof.
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 the terms of the Credit Agreement. Mortgagor shall deliver to Mortgagee a true, correct, and complete copy of each Lease (and any amendment or modification thereof) promptly upon execution.
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 Mortgaged Property or any interest therein in violation of this Section 5.09 shall be null and void and shall constitute an Event of Default hereunder.
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 Property, conducting environmental assessments, reviewing records and documents, and verifying compliance by Mortgagor with the terms and conditions of this Mortgage and the other Loan Documents. In the case of an emergency or upon the occurrence and during the continuance of an Event of Default, Mortgagee shall have the right to enter upon and inspect the Mortgaged Property at any time without prior notice. Mortgagor shall cooperate fully with any such inspection and shall provide access to all areas of the Mortgaged Property and all relevant records and documents.
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 preceding fiscal year). Any breach of the financial covenants set forth in the Credit Agreement shall constitute an Event of Default under the Credit Agreement and, by cross-reference, an Event of Default under this Mortgage. Mortgagor acknowledges that the financial condition and performance of the Borrower and its subsidiaries (including Mortgagor) are material to the Mortgagee's decision to extend credit under the Credit Agreement and to accept this Mortgage as security for the Obligations.
ARTICLE VI — INSURANCE
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, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft, vehicles, smoke, and such other risks as are customarily insured against for properties of a similar type and use. Such insurance shall be in an amount not less than the full replacement cost value of the Improvements and Fixtures (and in no event less than the appraised value of $28,000,000 for the Improvements), without coinsurance penalty, with an agreed amount endorsement or equivalent provision.
(b) Commercial General Liability Insurance. Commercial general liability insurance covering claims for bodily injury, personal injury, and property damage occurring on, in, or about the Mortgaged Property, with combined single limit coverage in amounts not less than those required by the Credit Agreement.
(c) Business Interruption Insurance. Business interruption or loss of rents insurance in an amount sufficient to cover not less than twelve (12) months of lost income or rents from the Mortgaged Property.
(d) Flood Insurance. If the Mortgaged Property or any part thereof is located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, flood insurance in an amount not less than the outstanding principal balance of the Obligations or the maximum amount available under the National Flood Insurance Program, whichever is less, or such greater amount as may be required by the Credit Agreement. The flood zone determination for the Mortgaged Property is to be confirmed by the survey to be delivered post-closing.
(e) Other Insurance. Such other insurance (including, without limitation, boiler and machinery insurance, workers' compensation insurance, and terrorism risk insurance) as Mortgagee may reasonably require from time to time, in such amounts and with such coverages as are customary for properties of similar type, use, and location.
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 endorsement acceptable to Mortgagee).
(b) All insurance shall be placed with insurance carriers that have a claims-paying ability rating of not less than "A-" and a financial size category of not less than "VII" from A.M. Best Company (or an equivalent rating from another nationally recognized rating agency acceptable to Mortgagee).
(c) All insurance required hereunder has been or will be placed through Falconer Risk Advisors, Inc., WAL's insurance broker (account executive: Daniel Herrera). Mortgagor shall deliver or cause to be delivered to Mortgagee certificates of insurance and, upon request, certified copies of all insurance policies evidencing the required coverages.
(d) Insurance endorsements naming the Collateral Agent as loss payee and additional insured are a post-closing deliverable under the Credit Agreement and are due to be delivered by February 14, 2026. Mortgagor shall use commercially reasonable efforts to cause such endorsements to be delivered by such date.
(e) All insurance policies shall provide that the coverage afforded thereunder shall not be canceled, reduced, or materially modified without at least thirty (30) days' prior written notice to Mortgagee (or ten (10) days' prior written notice in the case of non-payment of premium). Mortgagor shall deliver evidence of the renewal of each insurance policy not less than fifteen (15) days prior to the expiration date of such policy.
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 the conditions set forth therein), insurance proceeds shall be applied either (i) to the restoration and repair of the Mortgaged Property, if the conditions for restoration set forth in the Credit Agreement are satisfied, or (ii) to the prepayment of the Obligations in the order and manner specified in the Credit Agreement.
(c) If insurance proceeds are to be applied to the restoration of the Mortgaged Property, Mortgagee shall hold such proceeds in a segregated account and shall disburse the same to Mortgagor in accordance with customary construction draw procedures, including requirements for lien waivers, architect's certifications, inspections, and retention of a reasonable holdback amount. All restoration shall be completed in a good and workmanlike manner and in compliance with all applicable laws, and the restored property shall have a value and utility not less than the Mortgaged Property had immediately prior to the casualty.
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 applicable provisions of the Credit Agreement. Mortgagee shall have the right to participate in any condemnation proceeding and to be represented by counsel of its choice, at Mortgagor's expense.
(c) No settlement or compromise of any condemnation proceeding shall be made by Mortgagor without the prior written consent of Mortgagee.
ARTICLE VII — EVENTS OF DEFAULT AND REMEDIES
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 the Borrower to make any payment of principal, interest, fees, or other amounts when due under the Credit Agreement or any other Loan Document, (ii) any breach of any representation or warranty made by the Borrower or any Guarantor in any Loan Document, (iii) any violation of the financial covenants set forth in the Credit Agreement (including the maximum total leverage ratio, minimum interest coverage ratio, and maximum capital expenditures covenants), (iv) any cross-default to other indebtedness in excess of the threshold amount specified in the Credit Agreement, (v) any bankruptcy, insolvency, or similar event affecting the Borrower or any Guarantor, (vi) any change of control of the Borrower, and (vii) any other event or condition specified as an Event of Default in the Credit Agreement.
(b) Covenant Default. Failure by Mortgagor to perform, observe, or comply with any covenant, agreement, or obligation under this Mortgage (other than a covenant, the breach of which is specifically addressed in another subsection of this Section 7.01), and such failure continues for a period of thirty (30) days after written notice thereof from Mortgagee to Mortgagor; provided, however, that if such failure is of a nature that it cannot reasonably be cured within such thirty (30)-day period but is capable of being cured, and Mortgagor has commenced efforts to cure such failure within such thirty (30)-day period and is diligently and in good faith pursuing such cure, such cure period shall be extended for an additional sixty (60) days (for a total cure period of ninety (90) days).
(c) Misrepresentation. Any representation or warranty made by Mortgagor herein, or in any certificate, report, financial statement, or other document furnished to Mortgagee in connection herewith, proves to have been materially incorrect, incomplete, or misleading when made or deemed made.
(d) Tax and Insurance Default. Failure by Mortgagor to pay any real property taxes, assessments, or governmental charges affecting the Mortgaged Property, or to maintain any insurance required hereunder, and such failure continues for thirty (30) days after written notice thereof from Mortgagee to Mortgagor.
(e) Unauthorized Liens. The filing or creation of any lien, encumbrance, or charge against the Mortgaged Property (other than Permitted Liens) that is not discharged, released, or bonded over to Mortgagee's reasonable satisfaction within thirty (30) days after Mortgagor becomes aware thereof or receives written notice thereof from Mortgagee.
(f) Casualty. Material damage to, or destruction of, the Mortgaged Property (or any significant portion thereof) that is (i) not covered by insurance maintained in accordance with Article VI hereof, or (ii) covered by insurance but for which Mortgagor has not commenced restoration within a reasonable period (not to exceed ninety (90) days) after such damage or destruction, or for which the insurance proceeds are insufficient to restore the Mortgaged Property and Mortgagor has not provided assurance satisfactory to Mortgagee that Mortgagor will fund the shortfall.
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 with the terms and provisions of the Credit Agreement, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by Mortgagor to the fullest extent permitted by applicable law.
(b) Foreclosure. Institute proceedings for the foreclosure of this Mortgage by judicial action or by exercise of the power of sale granted herein, in accordance with the laws of the State of Alabama, including the Code of Alabama § 35-10-1 et seq., as the same may be amended or supplemented from time to time, and sell the Mortgaged Property (or any part thereof) at public auction to the highest bidder, in the manner and upon the terms and conditions provided by applicable Alabama law.
(c) Possession. Enter upon and take possession and control of the Mortgaged Property (and each and every part thereof), either personally or by its agents, nominees, or attorneys, and manage, operate, and maintain the Mortgaged Property, and make such repairs, alterations, and improvements as Mortgagee may deem necessary or appropriate to preserve and protect the Mortgaged Property and its value.
(d) Collection of Rents. Collect all Rents, issues, and profits from the Mortgaged Property and apply the same, after payment of all costs and expenses of collection (including reasonable attorneys' fees), to the Obligations in such order and manner as Mortgagee may determine in its sole discretion.
(e) Receiver. Apply to any court of competent jurisdiction for the appointment of a receiver for the Mortgaged Property, with such powers as may be authorized by the court, including the power to take possession, manage, and operate the Mortgaged Property, collect Rents, and apply the net proceeds to the Obligations. Mortgagor hereby consents to the appointment of such a receiver and agrees that such appointment may be made without notice to Mortgagor and without regard to the adequacy of any security for the Obligations.
(f) UCC Remedies. Exercise any and all rights and remedies available to a secured party under the Alabama UCC with respect to personal property and fixtures constituting part of the Mortgaged Property, including the right to take possession of, collect, receive, sell, lease, or otherwise dispose of such personal property and fixtures, whether or not the same are severed from the Land or the Improvements.
(g) Other Remedies. Exercise any other right, remedy, power, or privilege available to Mortgagee at law, in equity, by statute, or otherwise, including any rights or remedies under the other Loan Documents.
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 of sale in a newspaper published in Madison County, Alabama, for the period and in the manner prescribed by Alabama Code § 35-10-13, sell the Mortgaged Property (or any part thereof) at public auction, at the front door of the courthouse of Madison County, Alabama (or at such other location as may be designated by applicable law), to the highest bidder for cash.
(b) Mortgagee may bid at any such sale and may purchase the Mortgaged Property (or any part thereof) at any such sale.
(c) The proceeds of any such sale shall be applied in the following order of priority:
(i) First, to the payment of all costs and expenses of the sale, including reasonable attorneys' fees,

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO:

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

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