1019-00002 · Client 1019 · Transaction Documents/Mortgages

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WHEN RECORDED, RETURN TO:

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

Attention: Lisa Morrow

PREPARED BY AND RETURN TO:

Calderwood & Harkness LLP (Philip Hartmann, Esq.) 780 Third Avenue New York, NY 10017

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE

Tax Parcel Identification Number: Sedgwick County Parcel ID No. 145-30-0-23-01-014.00

Property Address: 4550 North Webb Road, Wichita, KS 67226

MORTGAGE AND SECURITY AGREEMENT

January 30, 2026

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

WHITMORE PRECISION MACHINING LLC, a Delaware limited liability company (EIN: 86-4502178; Delaware Secretary of State Filing No. 6587204), with its principal place of business at 4550 North Webb Road, Wichita, KS 67226 (hereinafter referred to as "Mortgagor" or "WPM"),

and

PRESCOTT NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States of America, with its principal office at 550 South Tryon Street, Charlotte, NC 28202, acting in its capacity as Collateral Agent for the Secured Parties (as hereinafter defined) under the Credit Agreement (as hereinafter defined) (hereinafter referred to as "Mortgagee" or "Collateral Agent").

REFERENCE TO CREDIT AGREEMENT. This Mortgage is made with reference to that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), the Subsidiary Guarantors party thereto from time to time (including WPM), the Lenders party thereto from time to time, and Prescott National Bank, N.A., in its capacities 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) (CUSIP: 96438LAA3).

REFERENCE TO GUARANTEE AGREEMENT. This Mortgage is further made with reference to that certain Guarantee Agreement dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among WPM and the other Subsidiary Guarantors party thereto, in favor of Prescott National Bank, N.A. as Collateral Agent, pursuant to which WPM has unconditionally guaranteed all Obligations of the Borrower under the Credit Agreement.

REFERENCE TO SECURITY AGREEMENT. This Mortgage is further made with reference to that certain Pledge and Security Agreement dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), by and among the Borrower, WPM, and the other Subsidiary Guarantors party thereto, in favor of Prescott National Bank, N.A. as Collateral Agent, granting a first-priority security interest in substantially all personal property of the grantors thereunder.

RECITALS

WHEREAS, Whitmore Aerospace LLC (the "Borrower"), a Delaware limited liability company headquartered at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170, has entered into the Credit Agreement with the Lenders named therein 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), inclusive of a Twenty-Five Million Dollar ($25,000,000) swingline sub-facility and a Fifty Million Dollar ($50,000,000) letter of credit sub-facility, together with an incremental accordion capacity of up to One Hundred Million Dollars ($100,000,000), subject to the terms and conditions set forth therein;

WHEREAS, the Lenders under the Credit Agreement and their respective Commitments are as follows: (i) Prescott National Bank, N.A. ($135,000,000 Commitment, representing 30% of the aggregate Commitments); (ii) Harborview Trust Company ($90,000,000 Commitment, representing 20% of the aggregate Commitments); (iii) Meridian Commercial Lending Corp. ($90,000,000 Commitment, representing 20% of the aggregate Commitments); (iv) Atlas Fidelity Bank ($67,500,000 Commitment, representing 15% of the aggregate Commitments); and (v) Commonwealth Capital Markets, Inc. ($67,500,000 Commitment, representing 15% of the aggregate Commitments);

WHEREAS, Mortgagor is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Credit Agreement and the Guarantee Agreement, and the Borrower is the sole member of the Mortgagor;

WHEREAS, the Credit Agreement requires, as a condition to the availability of extensions of credit thereunder, that the Borrower and each Subsidiary Guarantor grant mortgages in favor of the Collateral Agent, for the benefit of the Secured Parties, on all owned real property with an appraised value exceeding Five Million Dollars ($5,000,000), and the Mortgaged Property (as defined herein) has an appraised value of approximately Eighteen Million Dollars ($18,000,000) as determined by a current USPAP-compliant appraisal;

WHEREAS, the proceeds of the revolving credit facility established under the Credit Agreement are to be used for, among other things: (a) the refinancing of the Borrower's existing Two Hundred Ten Million Dollar ($210,000,000) senior secured term loan dated March 15, 2021, with Prescott National Bank, N.A. as administrative agent (estimated payoff amount of $169,312,500 as of March 1, 2026, inclusive of accrued and unpaid interest); (b) working capital needs of the Borrower and its Subsidiaries; (c) general corporate purposes; (d) Permitted Acquisitions (as defined in the Credit Agreement); and (e) ordinary-course capital expenditures;

WHEREAS, Mortgagor owns and operates a CNC machining and heat-treatment manufacturing facility on the Mortgaged Property, which facility is integral to the operations of the Borrower and its Subsidiaries in the aerospace precision manufacturing sector;

WHEREAS, it is a condition precedent to the initial funding under the Credit Agreement that this Mortgage be duly executed, delivered, and recorded in the real property records of Sedgwick County, Kansas, in accordance with Article 5 of the Credit Agreement and Section 58-2301 et seq. of the Kansas Statutes Annotated;

WHEREAS, the Mortgagor will benefit directly and indirectly from the extensions of credit made available under the Credit Agreement to the Borrower, by reason of the Mortgagor's status as a wholly owned subsidiary of the Borrower and the integrated nature of the business operations of the Borrower and its Subsidiaries, and the Mortgagor has agreed to execute and deliver this Mortgage to secure the Guaranteed Obligations and other Secured Obligations, having determined that doing so is in the best interests of the Mortgagor and its member;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the full and punctual payment and performance of the Secured Obligations (as defined herein), Mortgagor does hereby MORTGAGE, GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY, PLEDGE, and SET OVER unto the Mortgagee, and its successors and assigns, forever, with mortgage covenants, the following described property (collectively, the "Mortgaged Property"):

(a) Land. The real property situated in Sedgwick County, State of Kansas, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Land"), being the property commonly known as 4550 North Webb Road, Wichita, Kansas 67226, 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 said Land, to the center line thereof.

(b) Improvements. All buildings, structures, improvements, and fixtures of every kind and nature now or hereafter located on the Land, including without limitation the CNC machining facility (approximately 78,000 square feet), the heat-treatment facility (approximately 32,000 square feet), the warehouse and distribution building (approximately 24,000 square feet), the office building (approximately 18,000 square feet), all parking structures, paving, loading docks, fencing, signage, and all equipment permanently affixed to or incorporated into such improvements, together with all additions, alterations, replacements, and substitutions thereto and therefor (collectively, the "Improvements").

(c) Easements and Appurtenances. All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights, and powers, minerals, oil, gas, and other subsurface substances, privileges, liberties, tenements, hereditaments, and appurtenances belonging to or in any way appertaining to or inuring to the benefit of the Land or any part thereof, including all estate, right, title, interest, claim, or demand whatsoever of Mortgagor, in and to all adjoining streets, roads, and alleys.

(d) Fixtures and Equipment. All fixtures, machinery, equipment, building materials, appliances, and other articles of property now or hereafter attached to, installed in, or used in connection with the Land and Improvements, whether or not the same are or shall be attached to the Land or Improvements in any manner, to the extent constituting real property or fixtures under the laws of the State of Kansas, including without limitation all CNC milling machines, CNC lathes, heat-treatment ovens and furnaces, inspection equipment, HVAC systems, electrical systems, plumbing, fire suppression systems, elevators, generators, compressors, and all replacements, additions, and substitutions therefor.

(e) Rents, Issues, and Profits. All rents, issues, royalties, revenues, income, proceeds, profits, and other benefits derived from the Mortgaged Property or any part thereof (collectively, "Rents"), including all amounts payable under any Lease (as defined below) and all rights to receive the same.

(f) Leases. All leases, subleases, licenses, concessions, and occupancy agreements now existing or hereafter entered into affecting all or any part of the Mortgaged Property, together with all amendments, renewals, extensions, modifications, and guarantees thereof, and all security deposits, prepaid rents, and other sums held thereunder (collectively, "Leases").

(g) Proceeds. All proceeds (including, without limitation, insurance proceeds and condemnation awards) of the conversion, whether voluntary or involuntary, of any of the foregoing into cash or other liquidated claims, and all rights to receive such proceeds.

(h) Accounts and Rights. All accounts, contract rights, general intangibles, permits, licenses, approvals, development rights, water rights, sewer capacity, utility allocations, and other rights and benefits at any time arising from or pertaining to the Mortgaged Property or any part thereof.

All of the foregoing, together with all additions, accessions, replacements, and substitutions thereto, are collectively referred to herein as the "Mortgaged Property."

SUBJECT TO the Permitted Liens (as defined in the Credit Agreement) and the matters set forth in Exhibit B attached hereto (the "Permitted Exceptions").

TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in anywise appertaining, unto the Mortgagee, its successors and assigns, forever, for the uses and purposes herein set forth, until the Secured Obligations shall have been fully paid and satisfied and the commitments under the Credit Agreement shall have been terminated.

PROVIDED, HOWEVER, that if all Secured Obligations shall be paid in full and all commitments under the Credit Agreement shall have been terminated, then this Mortgage and the estate hereby created shall cease, determine, and be void, and Mortgagee shall execute and deliver a release or satisfaction of this Mortgage in recordable form at Mortgagor's expense; otherwise, this Mortgage shall remain in full force and effect.

TERMS AND CONDITIONS

ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01 — Definitions

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

"Credit Agreement" means that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026, in the aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A. as Administrative Agent, Collateral Agent, and Swingline Lender, as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time.

"Guaranteed Obligations" means all obligations of WPM under the Guarantee Agreement, including, without limitation, all amounts guaranteed by WPM in respect of the Borrower's Obligations under the Credit Agreement and the other Loan Documents.

"Improvements" has the meaning set forth in the Granting Clause of this Mortgage.

"Land" has the meaning set forth in the Granting Clause of this Mortgage.

"Leases" has the meaning set forth in the Granting Clause of this Mortgage.

"Loan Documents" means, collectively, the Credit Agreement, the Guarantee Agreement, the Security Agreement (Pledge and Security Agreement dated as of January 30, 2026), the Equity Pledge Agreement, the Promissory Notes issued thereunder, each Mortgage (including this Mortgage), each Letter of Credit Application, each Compliance Certificate, and all other agreements, instruments, documents, and certificates executed and delivered in connection with or pursuant to any of the foregoing, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Maturity Date" means January 30, 2031, or such earlier date on which the Commitments are terminated and all Obligations become due and payable in accordance with the Credit Agreement.

"Mortgaged Property" has the meaning set forth in the Granting Clause of this Mortgage.

"Permitted Exceptions" means the exceptions to title listed in Exhibit B attached hereto and incorporated herein by reference.

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

"Rents" has the meaning set forth in the Granting Clause of this Mortgage.

"Secured Obligations" means all Obligations as defined in the Credit Agreement, including, without limitation: (a) all principal amounts owing under the revolving credit facility (including revolving credit loans, swingline loans, and reimbursement obligations in respect of letters of credit); (b) all interest thereon (including interest accruing at the default rate, which shall be the otherwise applicable rate plus two hundred (200) basis points per annum, and including post-petition interest); (c) all fees payable under the Credit Agreement (including the commitment fee of fifty (50) basis points per annum, the letter of credit participation fee of three hundred fifty (350) basis points per annum, the fronting fee of twelve and one-half (12.5) basis points per annum, and the annual agent fee of One Hundred Seventy-Five Thousand Dollars ($175,000)); (d) all costs, expenses, indemnification obligations, and other amounts payable by the Borrower or any Subsidiary Guarantor under the Credit Agreement or any other Loan Document; and (e) all Guaranteed Obligations under the Guarantee Agreement. The term "Secured Obligations" shall also include all obligations arising under or in connection with any incremental facility commitments established pursuant to the accordion feature of the Credit Agreement (in an aggregate amount of up to One Hundred Million Dollars ($100,000,000)), if and when incurred.

"Secured Parties" means, collectively, the Administrative Agent (Prescott National Bank, N.A.), the Collateral Agent (Prescott National Bank, N.A.), the Lenders (Prescott National Bank, N.A.; Harborview Trust Company; Meridian Commercial Lending Corp.; Atlas Fidelity Bank; and Commonwealth Capital Markets, Inc.), the Swingline Lender (Prescott National Bank, N.A.), any LC Issuer, and their respective successors and assigns.

All capitalized terms used in this Mortgage that are not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. In the event of any inconsistency between the definition of a term herein and the definition of such term in the Credit Agreement, the definition in the Credit Agreement shall control, except where the context of this Mortgage clearly requires otherwise or where Kansas real property law requires a different interpretation.

Section 1.02 — Rules of Construction

(a) This Mortgage shall be governed by, and construed and enforced in accordance with, the laws of the State of Kansas, as a real property instrument duly recorded in Sedgwick County, Kansas, without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction. Notwithstanding the foregoing, the Credit Agreement and the other Loan Documents (except as expressly stated therein) are governed by the laws of the State of New York, and the rights, duties, and obligations of the parties under the Credit Agreement and such other Loan Documents shall be determined in accordance with New York law.

(b) To the extent that any Mortgaged Property is subject to the provisions of the Kansas Uniform Commercial Code, as set forth in the Kansas Statutes Annotated, Article 9 (K.S.A. § 84-9-101 et seq.), such provisions shall apply to the extent not inconsistent with this Mortgage.

(c) If any provision of this Mortgage shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.

(d) Section headings and article headings used in this Mortgage are for convenience of reference only and shall not affect the construction of, or be taken into consideration in interpreting, this Mortgage.

(e) As used in this Mortgage, the word "including" means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The words "herein," "hereof," "hereunder," and similar words refer to this Mortgage as a whole and not to any particular section, article, or provision. Unless the context clearly requires otherwise, references to the plural include the singular and references to the singular include the plural.

(f) All references herein to sections, articles, exhibits, and schedules shall mean the sections and articles of, and exhibits and schedules to, this Mortgage unless otherwise specified.

ARTICLE II — SECURED OBLIGATIONS

Section 2.01 — Secured Obligations

This Mortgage is given to secure the full and timely payment and performance of all Secured Obligations, including without limitation:

(a) All principal, interest (including default interest at the rate of the otherwise applicable rate plus two hundred (200) basis points per annum), fees, costs, premiums, charges, and other amounts at any time owing by the Borrower or any Subsidiary Guarantor (including WPM) under the Credit Agreement, including all amounts owing in respect of revolving credit loans, swingline loans, and letters of credit (including reimbursement obligations). The fees secured hereunder include the commitment fee of fifty (50) basis points per annum on the average daily unused portion of the aggregate Commitments, the letter of credit participation fee of three hundred fifty (350) basis points per annum on the stated amount of each outstanding letter of credit, the fronting fee of twelve and one-half (12.5) basis points per annum payable to each LC Issuer, and the annual agent fee of One Hundred Seventy-Five Thousand Dollars ($175,000) payable to the Administrative Agent;

(b) All Guaranteed Obligations of WPM under the Guarantee Agreement, including WPM's guarantee of all Obligations of the Borrower under the Credit Agreement;

(c) All amounts at any time owing under the Security Agreement, the Equity Pledge Agreement, and the other Loan Documents;

(d) All post-petition interest, fees, costs, and expenses that would accrue on any of the foregoing if the Borrower or any Subsidiary Guarantor (including WPM) becomes the subject of any proceeding under any Debtor Relief Laws (as defined in the Credit Agreement), whether or not such interest, fees, costs, and expenses are allowable as a claim in such proceeding;

(e) All obligations arising under or in connection with any incremental facility commitments established pursuant to Section 2.15 of the Credit Agreement (the accordion feature), in an aggregate principal amount of up to One Hundred Million Dollars ($100,000,000), if and when incurred, together with all interest, fees, costs, and other amounts payable in connection therewith; and

(f) All costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Mortgagee or any Secured Party in connection with the enforcement, protection, or preservation of the lien of this Mortgage or any of the rights of the Mortgagee or the Secured Parties hereunder.

Maximum Principal Indebtedness Secured. For the purposes of Kansas mortgage registration tax and for any other purpose required by applicable law, the maximum principal amount of indebtedness secured by this Mortgage at any one time is Four Hundred Fifty Million Dollars ($450,000,000), plus any amounts advanced under any incremental facility established pursuant to the Credit Agreement (in an additional aggregate amount of up to One Hundred Million Dollars ($100,000,000)), plus all accrued and unpaid interest, fees, costs, expenses, and other amounts payable under the Credit Agreement and the other Loan Documents. The statement of maximum indebtedness in this paragraph is made solely for the purpose of compliance with Kansas law and shall not limit the amount of Secured Obligations that are secured hereby.

Section 2.02 — Future Advances

This Mortgage secures not only present indebtedness but also all future advances and re-advances made by or on behalf of the Secured Parties to or for the benefit of the Borrower or any Subsidiary Guarantor under the revolving credit facility established by the Credit Agreement, through the Maturity Date of January 30, 2031, and through any renewals, extensions, or modifications thereof. The Mortgagor acknowledges that the Credit Agreement establishes a revolving credit facility under which the outstanding principal balance may increase and decrease from time to time and under which the Borrower may borrow, repay, and reborrow amounts up to the aggregate amount of the Commitments thereunder. All such future advances and re-advances, together with all interest, fees, costs, and other charges thereon, are secured by the lien of this Mortgage to the same extent as though made on the date hereof. This provision is intended to comply with, and shall be construed in accordance with, K.S.A. § 58-2336 et seq. and all other applicable provisions of Kansas law relating to future advance mortgages. The priority of the lien of this Mortgage with respect to future advances shall be determined in accordance with applicable Kansas law.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

Mortgagor hereby represents and warrants to the Mortgagee and the Secured Parties as follows, which representations and warranties shall survive the execution and delivery of this Mortgage and the recording thereof:

Section 3.01 — Organization and Authority

WPM is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6587204). WPM is duly qualified and authorized to transact business and is in good standing in the State of Kansas. WPM has full limited liability company power and authority to own, lease, and operate its properties (including the Mortgaged Property) and to carry on its business as presently conducted and as proposed to be conducted, and to execute, deliver, and perform its obligations under this Mortgage and each other Loan Document to which it is a party.

Section 3.02 — Due Authorization and Execution

The execution, delivery, and performance by WPM of this Mortgage have been duly authorized by all necessary limited liability company action on the part of WPM, including member resolutions of Whitmore Aerospace LLC (as sole member of WPM) duly adopted on January 22, 2026. Whitmore Aerospace LLC, a Delaware limited liability company, is the sole member of WPM. No other limited liability company proceedings or actions on the part of WPM or its member are necessary to authorize the execution, delivery, and performance of this Mortgage.

Section 3.03 — Enforceability

This Mortgage has been duly executed and delivered by WPM and constitutes the legal, valid, and binding obligation of WPM, enforceable against WPM in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and other similar laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.04 — No Conflicts

The execution, delivery, and performance by WPM of this Mortgage, and the creation of the mortgage lien and security interests contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the certificate of formation or limited liability company agreement of WPM; (b) violate, conflict with, or result in a default (or an event which, with notice or lapse of time or both, would constitute a default) under any material agreement, contract, lease, or instrument to which WPM is a party or by which WPM or any of its properties is bound; (c) result in the creation or imposition of any lien, charge, or encumbrance upon the Mortgaged Property other than the lien of this Mortgage and the Permitted Exceptions; or (d) violate any applicable federal, state, or local law, rule, regulation, order, judgment, writ, injunction, or decree of any governmental authority having jurisdiction over WPM or the Mortgaged Property.

Section 3.05 — Title to Mortgaged Property

Mortgagor has good and marketable fee simple title to the Land and the Improvements, free and clear of all liens, charges, claims, security interests, encumbrances, and other title exceptions of any kind or nature whatsoever, except for the Permitted Exceptions set forth on Exhibit B. Mortgagor has not previously conveyed, mortgaged, assigned, pledged, or encumbered any interest in the Mortgaged Property other than as disclosed in the Permitted Exceptions and as permitted under the Credit Agreement. As of the date hereof, the Mortgaged Property is not subject to any prior mortgage, deed of trust, or other lien instrument securing indebtedness.

Section 3.06 — First Lien Status

This Mortgage, when duly recorded in the real property records of Sedgwick County, Kansas, will create a valid first-priority mortgage lien on and security interest in the Mortgaged Property in favor of the Mortgagee, for the benefit of the Secured Parties, subject only to the Permitted Exceptions. No existing mortgages or deeds of trust encumber the Mortgaged Property. For the avoidance of doubt, the Borrower's prior senior secured term loan dated March 15, 2021, with Prescott National Bank, N.A. as administrative agent, was secured by mortgages on real properties located in the Commonwealth of Virginia and the State of Alabama only, and no mortgage or deed of trust was granted on the Kansas property in connection with such prior facility.

Section 3.07 — Property Condition and Compliance

The Mortgaged Property, including all Improvements thereon, is in good condition and repair, ordinary wear and tear excepted, and is suitable for its intended use as a CNC machining and heat-treatment manufacturing facility. All Improvements have been constructed in a good and workmanlike manner and comply in all material respects with all applicable zoning ordinances, building codes, land-use regulations, and other laws, rules, and regulations of Sedgwick County, Kansas, the City of Wichita, Kansas, and all other governmental authorities having jurisdiction. The current use of the Mortgaged Property as a manufacturing facility is a permitted use under the applicable zoning classification. No condemnation or eminent domain proceedings are pending or, to Mortgagor's knowledge, threatened with respect to all or any portion of the Mortgaged Property.

Section 3.08 — Environmental Compliance

To Mortgagor's knowledge, after due inquiry, the Mortgaged Property complies in all material respects with all applicable Environmental Laws (as defined in the Credit Agreement), including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act, the Clean Air Act, and all applicable Kansas environmental statutes and regulations. No Hazardous Materials (as defined in the Credit Agreement) are present on, under, at, or emanating from the Mortgaged Property in any quantity or manner that would give rise to liability under any Environmental Law, except for Hazardous Materials that are used, stored, or disposed of in compliance with all applicable Environmental Laws in the ordinary course of Mortgagor's manufacturing operations. To Mortgagor's knowledge, there are no pending or threatened environmental claims, investigations, suits, proceedings, or remediation obligations affecting the Mortgaged Property. 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 Section 6.13 of the Credit Agreement, and shall be delivered to the Collateral Agent within sixty (60) days following the Closing Date.

Section 3.09 — Tax Status

All real property taxes, special assessments, and governmental charges currently due and payable with respect to the Mortgaged Property have been paid in full. The tax parcel identification number for the Mortgaged Property is Sedgwick County Parcel ID No. 145-30-0-23-01-014.00. The Employer Identification Number (EIN) of the Mortgagor is 86-4502178. To the best of Mortgagor's knowledge, there are no pending or proposed special assessments affecting the Mortgaged Property.

Section 3.10 — Insurance

Mortgagor maintains insurance coverage on the Mortgaged Property as required by Section 6.07 of the Credit Agreement, including all-risk property insurance in an amount not less than the full replacement cost of the Improvements, commercial general liability insurance, business interruption insurance, and such other insurance as may be required by the Credit Agreement. All insurance has been placed through Falconer Risk Advisors, Inc. (1700 Market Street, Suite 1500, Philadelphia, PA 19103; account executive: Daniel Herrera). Insurance endorsements naming Prescott National Bank, N.A. as Collateral Agent as additional insured and loss payee (as its interest may appear) shall be delivered to the Collateral Agent as a post-closing deliverable in accordance with Section 6.13 of the Credit Agreement, and shall be delivered within thirty (30) days following the Closing Date.

Section 3.11 — Utilities and Access

All utilities necessary for the operation and use of the Mortgaged Property, including water, sanitary and storm sewer, natural gas, electricity, and telecommunications, are available to the Mortgaged Property and are connected and operational. All roads, streets, and highways necessary for adequate ingress and egress to and from the Mortgaged Property, including North Webb Road, have been completed, are fully improved, and are open and available for use by the public and by Mortgagor. The Mortgaged Property is not landlocked and has legal, physical, and practical access to a publicly dedicated and maintained road.

ARTICLE IV — COVENANTS OF MORTGAGOR

Mortgagor hereby covenants and agrees with the Mortgagee and the Secured Parties as follows, which covenants shall remain in effect until the Secured Obligations have been paid in full and all commitments under the Credit Agreement have been terminated:

Section 4.01 — Payment of Secured Obligations

Mortgagor shall pay and perform, and shall cause the Borrower to pay and perform, all Secured Obligations as and when due under the Credit Agreement, the Guarantee Agreement, and the other Loan Documents, promptly and without demand, in accordance with the terms thereof. All payments shall be made in lawful money of the United States of America and in immediately available funds, as specified in the Credit Agreement.

Section 4.02 — Maintenance of Property

Mortgagor shall maintain the Mortgaged Property, including all Improvements, in good condition and repair, in a condition at least substantially equivalent to its present condition, ordinary wear and tear excepted, and in compliance with all applicable laws, ordinances, rules, and regulations. Mortgagor shall not commit or permit waste, impairment, or deterioration of the Mortgaged Property or any part thereof. Mortgagor shall promptly repair, replace, or restore any Improvements that are damaged or destroyed, whether by casualty, act of God, or otherwise, in a manner consistent with the requirements of Article VI hereof.

Section 4.03 — Insurance Requirements

Mortgagor shall maintain at all times insurance coverage on and with respect to the Mortgaged Property as required by Section 6.07 of the Credit Agreement, including without limitation the following:

(a) All-risk property insurance (including coverage for fire, windstorm, hail, explosion, aircraft and vehicle damage, smoke, riot and civil commotion, vandalism and malicious mischief, and such other risks as are customarily covered by all-risk policies) in an amount not less than the full replacement cost of the Improvements (without deduction for depreciation);

(b) Commercial general liability insurance, including premises and operations liability, products and completed operations liability, blanket contractual liability, and personal and advertising injury liability, with a combined single limit of not less than Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate;

(c) Business interruption insurance covering not less than twelve (12) months of projected gross income from the Mortgaged Property;

(d) Flood insurance, if any portion of the Mortgaged Property is located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency ("FEMA"), in an amount not less than the maximum coverage available under the National Flood Insurance Program or such greater amount as may be required by applicable law;

(e) Workers' compensation insurance as required by the laws of the State of Kansas; and

(f) Such other insurance as may be required from time to time by the Mortgagee or the Credit Agreement, including environmental impairment liability insurance and equipment breakdown insurance, as applicable.

All insurance policies maintained pursuant to this Section 4.03 shall: (i) name Prescott National Bank, N.A. as Collateral Agent as additional insured and/or loss payee, as applicable, as its interest may appear, pursuant to a standard mortgagee clause or loss payable endorsement satisfactory to the Mortgagee; (ii) provide for at least thirty (30) days' prior written notice to the Mortgagee of any cancellation, material modification, or non-renewal (or ten (10) days' prior written notice in the case of cancellation for non-payment of premiums); and (iii) be issued by insurance companies having an A.M. Best rating of at least "A-" and a financial size category of at least "VIII." The insurance broker for the Mortgaged Property is Falconer Risk Advisors, Inc., located at 1700 Market Street, Suite 1500, Philadelphia, PA 19103 (account executive: Daniel Herrera). Mortgagor shall deliver evidence of insurance, including certificates of insurance and all required endorsements, to the Mortgagee on or before the date that is thirty (30) days following the Closing Date, and annually thereafter not less than fifteen (15) days prior to the expiration of any existing coverage.

Section 4.04 — Payment of Taxes and Impositions

Mortgagor shall pay and discharge, or cause to be paid and discharged, before the same shall become delinquent and before any penalty or interest accrues thereon, all real property taxes, assessments (general and special), water rates, sewer rates, governmental charges, levies, and all other impositions of every kind and nature whatsoever that may at any time be levied, assessed, or imposed upon the Mortgaged Property or any part thereof, or upon the Rents or other income therefrom. Mortgagor may, in good faith, contest the validity or amount of any such tax, assessment, or imposition by appropriate proceedings diligently conducted, provided that: (a) no Event of Default exists; (b) such contest effectively stays the collection of the contested amount and the sale or forfeiture of any part of the Mortgaged Property; (c) Mortgagor shall have established adequate reserves on its books in accordance with GAAP for the payment of such contested amounts; and (d) Mortgagor shall promptly pay any such tax, assessment, or imposition upon the final determination of such contest. Mortgagor shall promptly deliver evidence of payment to the Mortgagee upon request.

Section 4.05 — Compliance with Laws

Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and orders affecting the Mortgaged Property, including without limitation all Environmental Laws, zoning laws, building codes, fire and safety codes, and accessibility requirements (including the Americans with Disabilities Act). Mortgagor shall promptly notify the Mortgagee of any notice of violation received from any governmental authority with respect to the Mortgaged Property.

Section 4.06 — Environmental Covenants

(a) Mortgagor shall not cause or permit any Hazardous Materials to be generated, manufactured, refined, transported, treated, stored, handled, disposed of, transferred, produced, or processed on, under, in, or about the Mortgaged Property, or transported to or from the Mortgaged Property, except in the ordinary course of Mortgagor's manufacturing operations and in compliance with all applicable Environmental Laws.

(b) Mortgagor shall promptly notify the Mortgagee in writing of: (i) any environmental claim, proceeding, or investigation affecting the Mortgaged Property or any portion thereof; (ii) any release or threatened release of Hazardous Materials on, under, in, or about the Mortgaged Property that is required to be reported to any governmental authority under any Environmental Law; and (iii) any remediation or corrective action obligation imposed upon or assumed by Mortgagor with respect to the Mortgaged Property.

(c) Mortgagor shall indemnify, defend (with counsel reasonably acceptable to the Mortgagee), and hold harmless the Mortgagee, each Secured Party, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses and the costs of investigation and remediation) arising out of or related to: (i) any breach of the environmental representations, warranties, or covenants contained in this Mortgage; (ii) the presence, release, or threatened release of any Hazardous Materials on, under, in, or about the Mortgaged Property; or (iii) any violation of any Environmental Law relating to the Mortgaged Property. This indemnification shall survive the repayment of the Secured Obligations and the release or foreclosure of this Mortgage.

Section 4.07 — Preservation of Lien Priority

Mortgagor shall not create, incur, assume, or suffer to exist any mortgage, lien, charge, security interest, or encumbrance upon the Mortgaged Property or any part thereof, except for the Permitted Exceptions and Permitted Liens (as defined in the Credit Agreement). Mortgagor shall promptly discharge or bond over any mechanic's lien, materialmen's lien, or other statutory lien filed against the Mortgaged Property that is not a Permitted Lien, and shall take all actions necessary or reasonably requested by the Mortgagee to preserve the first-priority status of the lien of this Mortgage. In the event that any lien or claim of lien is filed against the Mortgaged Property that is not a Permitted Lien, Mortgagor shall, within thirty (30) days after becoming aware of such lien, either (a) pay and satisfy such lien in full, (b) cause such lien to be released of record, or (c) provide a bond or other security reasonably satisfactory to the Mortgagee to protect against such lien.

Section 4.08 — No Transfer or Encumbrance

Mortgagor shall not, without the prior written consent of the Mortgagee (or as otherwise permitted under the Credit Agreement, including Permitted Dispositions as defined therein), sell, transfer, convey, assign, lease (except as permitted under Section 4.10), or further encumber the Mortgaged Property or any interest therein, or permit or suffer the same. Any sale, transfer, conveyance, assignment, or encumbrance made in violation of this Section 4.08 shall be null and void. The foregoing restriction shall apply to both voluntary and involuntary transfers, including without limitation any transfer by operation of law, any change in the membership interests of the Mortgagor, and any transfer in trust. Notwithstanding the foregoing, this Section 4.08 shall not prohibit any Permitted Disposition (as defined in the Credit Agreement), provided that the conditions set forth in the Credit Agreement with respect to such disposition are satisfied.

Section 4.09 — Alterations and Improvements

Mortgagor may make alterations, additions, and improvements to the Mortgaged Property in the ordinary course of business, consistent with the capital expenditure limitations set forth in the Credit Agreement (maximum of Forty-Five Million Dollars ($45,000,000) per fiscal year, with a carry-forward of up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of unused amounts from the immediately preceding fiscal year). Mortgagor shall not make any material alteration, addition, or improvement that would materially diminish the value of the Mortgaged Property without the prior written consent of the Mortgagee. All alterations, additions, and improvements made to the Mortgaged Property shall immediately become part of the Mortgaged Property and shall be subject to the lien of this Mortgage.

Section 4.10 — Leases

Mortgagor shall not enter into any Lease of the Mortgaged Property or any part thereof, or modify, amend, extend, renew, or terminate any existing Lease, except as permitted under the Credit Agreement. All Leases hereafter entered into shall be subordinate and subject to the lien of this Mortgage and shall contain such provisions as the Mortgagee may reasonably require, including provisions requiring the lessee to attorn to the Mortgagee (or any purchaser at a foreclosure sale) and confirming that the Lease shall not be terminated by reason of any foreclosure of this Mortgage. Mortgagor shall promptly deliver to the Mortgagee copies of all Leases entered into after the date hereof, together with any amendments, modifications, or supplements thereto.

Section 4.11 — Condemnation; Eminent Domain

Mortgagor shall promptly notify the Mortgagee in writing of the institution or threatened institution of any proceedings for the condemnation or taking by eminent domain of the Mortgaged Property or any part thereof. Mortgagor shall not, without the prior written consent of the Mortgagee, settle or compromise any condemnation claim or award. All condemnation awards, damages, and proceeds shall be applied as provided in Article VI hereof.

Section 4.12 — Financial Reporting

Mortgagor shall comply with all financial reporting, compliance certification, and inspection obligations set forth in the Credit Agreement, including, without limitation, the obligation of the Borrower to deliver quarterly and annual financial statements, Compliance Certificates (signed by Sandra Petrova, Chief Financial Officer of the Borrower), and such other information as may be required by the Credit Agreement. Without limiting the generality of the foregoing, the Borrower and each Subsidiary Guarantor (including WPM) shall maintain compliance with the following financial covenants as set forth in the Credit Agreement:

(a) Maximum Total Leverage Ratio: The Total Leverage Ratio (as defined in the Credit Agreement), tested at the end of each fiscal quarter, shall not exceed 3.75 to 1.00;

(b) Minimum Interest Coverage Ratio: The Interest Coverage Ratio (as defined in the Credit Agreement), tested at the end of each fiscal quarter, shall not be less than 3.00 to 1.00; and

(c) Maximum Annual Capital Expenditures: Capital Expenditures (as defined in the Credit Agreement) of the Borrower and its Subsidiaries on a consolidated basis shall not exceed Forty-Five Million Dollars ($45,000,000) in any fiscal year (with a carry-forward of up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of unused amounts from the immediately preceding fiscal year).

Section 4.13 — Further Assurances

Mortgagor shall, at its own cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments, documents, and agreements, and shall take or cause to be taken such further actions, as the Mortgagee may from time to time reasonably request to: (a) carry out more effectively the purposes of this Mortgage; (b) subject to the lien of this Mortgage any property or rights covered by this Mortgage that have been acquired by Mortgagor after the date hereof; (c) perfect, protect, and preserve the first-priority lien and security interest created by this Mortgage; and (d) better assure, convey, grant, assign, transfer, and confirm unto the Mortgagee the rights, powers, and remedies granted or intended to be granted to the Mortgagee under this Mortgage.

ARTICLE V — ASSIGNMENT OF LEASES AND RENTS

Section 5.01 — Assignment

Mortgagor hereby absolutely and unconditionally assigns, transfers, conveys, and sets over to the Mortgagee all of Mortgagor's right, title, and interest in and to all Rents and Leases, whether now existing or hereafter arising, as additional and collateral security for the payment and performance of the Secured Obligations. This assignment is intended to be an absolute assignment and not merely an assignment for additional security and shall, to the extent permitted by Kansas law, be effective as a present, absolute, and unconditional assignment. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license to collect, receive, and use the Rents from the Mortgaged Property in the ordinary course of business, subject to the terms of the Credit Agreement and this Mortgage.

Section 5.02 — Revocation Upon Default

Upon the occurrence and during the continuance of an Event of Default:

(a) The license granted to Mortgagor pursuant to Section 5.01 to collect and use Rents shall automatically and immediately terminate, without notice to Mortgagor;

(b) The Mortgagee shall be entitled, without taking possession of the Mortgaged Property, to collect and receive all Rents directly from any tenant, subtenant, licensee, or other occupant of the Mortgaged Property, and each such tenant, subtenant, licensee, or occupant is hereby authorized and directed by Mortgagor to make payment of Rents directly to the Mortgagee upon receipt of written notice from the Mortgagee that an Event of Default has occurred;

(c) The Mortgagee may apply all Rents so collected to the payment of the Secured Obligations in such order and manner as the Mortgagee shall determine, consistent with the Credit Agreement; and

(d) The Mortgagee may exercise all rights of a mortgagee in possession under Kansas law, including the right to enter upon and take possession of the Mortgaged Property, to manage and operate the same, to collect Rents, and to apply the net receipts therefrom to the Secured Obligations, after deducting all costs and expenses of collection and management.

Section 5.03 — No Mortgagee Liability

The assignment of Leases and Rents pursuant to this Article V shall not be construed to impose upon the Mortgagee any obligation or duty of Mortgagor as landlord under any Lease, and the Mortgagee shall not be responsible for the control, care, management, or repair of the Mortgaged Property or for the carrying out of any obligation of Mortgagor as landlord, except to the extent that the Mortgagee has elected to take possession of the Mortgaged Property. The Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from the Mortgagee's failure to enforce the terms of any Lease or to let the Mortgaged Property on terms favorable to Mortgagor, or otherwise arising in connection with the management and operation of the Mortgaged Property following an Event of Default.

ARTICLE VI — CASUALTY AND CONDEMNATION

Section 6.01 — Casualty / Insurance Proceeds

(a) If any Improvements or any part thereof shall be damaged or destroyed by fire, flood, windstorm, or any other casualty, Mortgagor shall promptly give written notice thereof to the Mortgagee, describing the nature and extent of such damage or destruction, and shall promptly commence and diligently prosecute the repair, restoration, or replacement of such Improvements.

(b) All insurance proceeds received on account of any such damage or destruction shall be applied in accordance with the provisions of the Credit Agreement. If no Event of Default exists and is continuing and the aggregate amount of insurance proceeds payable with respect to such casualty does not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (or such other threshold as may be specified in the Credit Agreement), such proceeds may be made available to Mortgagor for restoration of the Improvements, subject to the conditions set forth in the Credit Agreement, including without limitation that: (i) Mortgagor shall have delivered to the Mortgagee plans and specifications for the restoration reasonably satisfactory to the Mortgagee; (ii) the Mortgagee shall be satisfied that the restoration can be completed prior to the Maturity Date; and (iii) the Mortgagee shall be satisfied that the estimated cost of restoration does not exceed the available insurance proceeds (together with any additional funds committed by Mortgagor). If any Event of Default exists, or if the conditions to restoration set forth in the Credit Agreement are not satisfied, the Mortgagee may apply such insurance proceeds to the Secured Obligations in such order as the Mortgagee (as Collateral Agent) shall determine in its discretion, consistent with the Credit Agreement.

(c) Until such time as the Mortgagee elects to apply insurance proceeds to the Secured Obligations, such proceeds shall be held by the Mortgagee in a deposit account as additional security for the Secured Obligations.

Section 6.02 — Condemnation Proceeds

(a) If all or any part of the Mortgaged Property shall be taken, appropriated, or condemned by any governmental authority or other entity having the power of eminent domain, or if title to or temporary use of all or any part of the Mortgaged Property shall be taken or appropriated under any such power, all awards, compensation, damages, and proceeds payable to or receivable by Mortgagor in connection with such taking, appropriation, or condemnation (collectively, "Condemnation Proceeds") shall be paid directly to the Mortgagee.

(b) All Condemnation Proceeds shall be applied in accordance with the provisions of the Credit Agreement. If no Event of Default exists and the taking does not materially impair the use or value of the remaining Mortgaged Property, the Mortgagee may, in its discretion and subject to the conditions set forth in the Credit Agreement, make Condemnation Proceeds available to Mortgagor for restoration of the Improvements. Otherwise, the Mortgagee shall apply all Condemnation Proceeds to the Secured Obligations in such order as the Mortgagee (as Collateral Agent) shall determine.

(c) The Mortgagee shall be entitled to participate in any condemnation proceedings and to be represented by counsel at Mortgagor's expense. Mortgagor hereby irrevocably assigns to the Mortgagee all of Mortgagor's right to receive any Condemnation Proceeds.

ARTICLE VII — EVENTS OF DEFAULT

Section 7.01 — Events of Default

An "Event of Default" under this Mortgage shall mean the occurrence of any one or more of the following:

(a) The occurrence of any Event of Default (as defined in the Credit Agreement), including without limitation:

(i) Failure by the Borrower to pay when due any principal of any revolving credit loan, swingline loan, or reimbursement obligation in respect of any letter of credit, or failure to pay when due any interest, fee, or other amount owing under the Credit Agreement or any other Loan Document, and the continuance of such failure beyond any applicable grace period specified in the Credit Agreement;

(ii) Breach by the Borrower or any Subsidiary Guarantor of any financial covenant set forth in the Credit Agreement, including (A) the maximum total leverage ratio of 3.75 to 1.00, (B) the minimum interest coverage ratio of 3.00 to 1.00, or (C) the maximum annual capital expenditure limitation of Forty-Five Million Dollars ($45,000,000) (with applicable carry-forward);

(iii) Any representation or warranty made by the Borrower or any Subsidiary Guarantor in the Credit Agreement, any other Loan Document, or any certificate or other document delivered in connection therewith proving to have been incorrect or misleading in any material respect when made or deemed made;

(iv) Cross-default to other material indebtedness of the Borrower or any Subsidiary, including any failure to pay when due, or any default resulting in the acceleration of, any indebtedness in an aggregate principal amount in excess of Twenty Million Dollars ($20,000,000) (or such other threshold as specified in the Credit Agreement);

(v) Bankruptcy, insolvency, receivership, or similar events affecting the Borrower or any Material Subsidiary, including the filing of a petition in bankruptcy or the commencement of proceedings under any Debtor Relief Laws;

(vi) Entry of one or more final, non-appealable judgments against the Borrower or any Material Subsidiary in an aggregate amount in excess of Twenty Million Dollars ($20,000,000) (or such other threshold as specified in the Credit Agreement) that remain unsatisfied, unvacated, unbonded, unstayed, or undischarged for a period of sixty (60) consecutive days;

(vii) The occurrence of any ERISA Event (as defined in the Credit Agreement) that, individually or in the aggregate, could reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding Twenty Million Dollars ($20,000,000);

(viii) The occurrence of a Change of Control (as defined in the Credit Agreement);

(ix) Any Loan Document, or the lien or security interest created thereby, ceasing to be in full force and effect or ceasing to create a valid and perfected first-priority lien or security interest (subject to Permitted Liens) on the collateral purported to be covered thereby; or

(x) Any other Event of Default specified in the Credit Agreement;

(b) Any breach by Mortgagor of any representation, warranty, covenant, or agreement contained in this Mortgage that remains uncured for a period of thirty (30) days after written notice thereof from the Mortgagee to the Mortgagor; provided, however, that no cure period shall be available with respect to any breach of a monetary obligation or any breach that is not reasonably capable of cure.

ARTICLE VIII — REMEDIES

Section 8.01 — Acceleration

Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may (and, if directed by the Required Lenders, shall), by written notice to the Mortgagor, declare all Secured Obligations to be immediately due and payable in full, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Mortgagor to the fullest extent permitted by applicable law. Upon such declaration, all Secured Obligations shall become immediately due and payable in full.

Section 8.02 — Foreclosure

Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may institute judicial proceedings for the foreclosure of this Mortgage in accordance with the laws of the State of Kansas (K.S.A. § 60-2410 et seq.), and may cause the Mortgaged Property or any part thereof to be sold by judgment or decree of a court of competent jurisdiction. Kansas is a judicial foreclosure state, and the Mortgagee acknowledges that foreclosure of this Mortgage must be conducted through judicial proceedings. The Mortgagee shall not have any power of sale with respect to the Mortgaged Property.

The Kansas statutory redemption period shall apply to any foreclosure sale conducted pursuant to this Section 8.02. Under K.S.A. § 60-2414, the period of redemption is twelve (12) months from the date of the foreclosure sale; provided, however, that if the Mortgagor has paid an amount equal to at least one-third (1/3) of the original principal indebtedness, the redemption period shall be reduced to three (3) months from the date of the foreclosure sale, and in the case of abandoned property, the redemption period may be further reduced as provided by applicable Kansas law. The applicable redemption period shall be determined at the time of foreclosure in accordance with then-current Kansas law.

Section 8.03 — Receiver

Upon the occurrence and during the continuance of an Event of Default, the Mortgagee shall be entitled, as a matter of right and without notice to the Mortgagor or any other party, to the appointment of a receiver of the Mortgaged Property, the Rents, and all other income derived therefrom. The Mortgagee's entitlement to the appointment of a receiver shall not depend upon a showing that the Mortgaged Property constitutes inadequate security for the Secured Obligations, and Mortgagor hereby consents to the appointment of such a receiver and waives any right to object to such appointment. Any receiver so appointed shall have all powers and duties customarily granted to receivers under Kansas law, including the power to collect Rents, to manage and operate the Mortgaged Property, to make repairs and improvements, to pay operating expenses, and to apply the net revenues derived from the Mortgaged Property to the Secured Obligations.

Section 8.04 — UCC

WHEN RECORDED, RETURN TO:
Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
Attention: Lisa Morrow
PREPARED BY AND RETURN TO:
Calderwood & Harkness LLP (Philip Hartmann, Esq.) 780 Third Avenue New York, NY 10017
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
Tax Parcel Identification Number: Sedgwick County Parcel ID No. 145-30-0-23-01-014.00
Property Address: 4550 North Webb Road, Wichita, KS 67226
MORTGAGE AND SECURITY AGREEMENT
January 30, 2026
THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of January 30, 2026, by and between:
WHITMORE PRECISION MACHINING LLC, a Delaware limited liability company (EIN: 86-4502178; Delaware Secretary of State Filing No. 6587204), with its principal place of business at 4550 North Webb Road, Wichita, KS 67226 (hereinafter referred to as "Mortgagor" or "WPM"),
and
PRESCOTT NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States of America, with its principal office at 550 South Tryon Street, Charlotte, NC 28202, acting in its capacity as Collateral Agent for the Secured Parties (as hereinafter defined) under the Credit Agreement (as hereinafter defined) (hereinafter referred to as "Mortgagee" or "Collateral Agent").
REFERENCE TO CREDIT AGREEMENT. This Mortgage is made with reference to that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), the Subsidiary Guarantors party thereto from time to time (including WPM), the Lenders party thereto from time to time, and Prescott National Bank, N.A., in its capacities 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) (CUSIP: 96438LAA3).
REFERENCE TO GUARANTEE AGREEMENT. This Mortgage is further made with reference to that certain Guarantee Agreement dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among WPM and the other Subsidiary Guarantors party thereto, in favor of Prescott National Bank, N.A. as Collateral Agent, pursuant to which WPM has unconditionally guaranteed all Obligations of the Borrower under the Credit Agreement.
REFERENCE TO SECURITY AGREEMENT. This Mortgage is further made with reference to that certain Pledge and Security Agreement dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), by and among the Borrower, WPM, and the other Subsidiary Guarantors party thereto, in favor of Prescott National Bank, N.A. as Collateral Agent, granting a first-priority security interest in substantially all personal property of the grantors thereunder.
RECITALS
WHEREAS, Whitmore Aerospace LLC (the "Borrower"), a Delaware limited liability company headquartered at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170, has entered into the Credit Agreement with the Lenders named therein 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), inclusive of a Twenty-Five Million Dollar ($25,000,000) swingline sub-facility and a Fifty Million Dollar ($50,000,000) letter of credit sub-facility, together with an incremental accordion capacity of up to One Hundred Million Dollars ($100,000,000), subject to the terms and conditions set forth therein;
WHEREAS, the Lenders under the Credit Agreement and their respective Commitments are as follows: (i) Prescott National Bank, N.A. ($135,000,000 Commitment, representing 30% of the aggregate Commitments); (ii) Harborview Trust Company ($90,000,000 Commitment, representing 20% of the aggregate Commitments); (iii) Meridian Commercial Lending Corp. ($90,000,000 Commitment, representing 20% of the aggregate Commitments); (iv) Atlas Fidelity Bank ($67,500,000 Commitment, representing 15% of the aggregate Commitments); and (v) Commonwealth Capital Markets, Inc. ($67,500,000 Commitment, representing 15% of the aggregate Commitments);
WHEREAS, Mortgagor is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Credit Agreement and the Guarantee Agreement, and the Borrower is the sole member of the Mortgagor;
WHEREAS, the Credit Agreement requires, as a condition to the availability of extensions of credit thereunder, that the Borrower and each Subsidiary Guarantor grant mortgages in favor of the Collateral Agent, for the benefit of the Secured Parties, on all owned real property with an appraised value exceeding Five Million Dollars ($5,000,000), and the Mortgaged Property (as defined herein) has an appraised value of approximately Eighteen Million Dollars ($18,000,000) as determined by a current USPAP-compliant appraisal;
WHEREAS, the proceeds of the revolving credit facility established under the Credit Agreement are to be used for, among other things: (a) the refinancing of the Borrower's existing Two Hundred Ten Million Dollar ($210,000,000) senior secured term loan dated March 15, 2021, with Prescott National Bank, N.A. as administrative agent (estimated payoff amount of $169,312,500 as of March 1, 2026, inclusive of accrued and unpaid interest); (b) working capital needs of the Borrower and its Subsidiaries; (c) general corporate purposes; (d) Permitted Acquisitions (as defined in the Credit Agreement); and (e) ordinary-course capital expenditures;
WHEREAS, Mortgagor owns and operates a CNC machining and heat-treatment manufacturing facility on the Mortgaged Property, which facility is integral to the operations of the Borrower and its Subsidiaries in the aerospace precision manufacturing sector;
WHEREAS, it is a condition precedent to the initial funding under the Credit Agreement that this Mortgage be duly executed, delivered, and recorded in the real property records of Sedgwick County, Kansas, in accordance with Article 5 of the Credit Agreement and Section 58-2301 et seq. of the Kansas Statutes Annotated;
WHEREAS, the Mortgagor will benefit directly and indirectly from the extensions of credit made available under the Credit Agreement to the Borrower, by reason of the Mortgagor's status as a wholly owned subsidiary of the Borrower and the integrated nature of the business operations of the Borrower and its Subsidiaries, and the Mortgagor has agreed to execute and deliver this Mortgage to secure the Guaranteed Obligations and other Secured Obligations, having determined that doing so is in the best interests of the Mortgagor and its member;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the full and punctual payment and performance of the Secured Obligations (as defined herein), Mortgagor does hereby MORTGAGE, GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY, PLEDGE, and SET OVER unto the Mortgagee, and its successors and assigns, forever, with mortgage covenants, the following described property (collectively, the "Mortgaged Property"):
(a) Land. The real property situated in Sedgwick County, State of Kansas, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Land"), being the property commonly known as 4550 North Webb Road, Wichita, Kansas 67226, 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 said Land, to the center line thereof.
(b) Improvements. All buildings, structures, improvements, and fixtures of every kind and nature now or hereafter located on the Land, including without limitation the CNC machining facility (approximately 78,000 square feet), the heat-treatment facility (approximately 32,000 square feet), the warehouse and distribution building (approximately 24,000 square feet), the office building (approximately 18,000 square feet), all parking structures, paving, loading docks, fencing, signage, and all equipment permanently affixed to or incorporated into such improvements, together with all additions, alterations, replacements, and substitutions thereto and therefor (collectively, the "Improvements").
(c) Easements and Appurtenances. All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights, and powers, minerals, oil, gas, and other subsurface substances, privileges, liberties, tenements, hereditaments, and appurtenances belonging to or in any way appertaining to or inuring to the benefit of the Land or any part thereof, including all estate, right, title, interest, claim, or demand whatsoever of Mortgagor, in and to all adjoining streets, roads, and alleys.
(d) Fixtures and Equipment. All fixtures, machinery, equipment, building materials, appliances, and other articles of property now or hereafter attached to, installed in, or used in connection with the Land and Improvements, whether or not the same are or shall be attached to the Land or Improvements in any manner, to the extent constituting real property or fixtures under the laws of the State of Kansas, including without limitation all CNC milling machines, CNC lathes, heat-treatment ovens and furnaces, inspection equipment, HVAC systems, electrical systems, plumbing, fire suppression systems, elevators, generators, compressors, and all replacements, additions, and substitutions therefor.
(e) Rents, Issues, and Profits. All rents, issues, royalties, revenues, income, proceeds, profits, and other benefits derived from the Mortgaged Property or any part thereof (collectively, "Rents"), including all amounts payable under any Lease (as defined below) and all rights to receive the same.
(f) Leases. All leases, subleases, licenses, concessions, and occupancy agreements now existing or hereafter entered into affecting all or any part of the Mortgaged Property, together with all amendments, renewals, extensions, modifications, and guarantees thereof, and all security deposits, prepaid rents, and other sums held thereunder (collectively, "Leases").
(g) Proceeds. All proceeds (including, without limitation, insurance proceeds and condemnation awards) of the conversion, whether voluntary or involuntary, of any of the foregoing into cash or other liquidated claims, and all rights to receive such proceeds.
(h) Accounts and Rights. All accounts, contract rights, general intangibles, permits, licenses, approvals, development rights, water rights, sewer capacity, utility allocations, and other rights and benefits at any time arising from or pertaining to the Mortgaged Property or any part thereof.
All of the foregoing, together with all additions, accessions, replacements, and substitutions thereto, are collectively referred to herein as the "Mortgaged Property."
SUBJECT TO the Permitted Liens (as defined in the Credit Agreement) and the matters set forth in Exhibit B attached hereto (the "Permitted Exceptions").
TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in anywise appertaining, unto the Mortgagee, its successors and assigns, forever, for the uses and purposes herein set forth, until the Secured Obligations shall have been fully paid and satisfied and the commitments under the Credit Agreement shall have been terminated.
PROVIDED, HOWEVER, that if all Secured Obligations shall be paid in full and all commitments under the Credit Agreement shall have been terminated, then this Mortgage and the estate hereby created shall cease, determine, and be void, and Mortgagee shall execute and deliver a release or satisfaction of this Mortgage in recordable form at Mortgagor's expense; otherwise, this Mortgage shall remain in full force and effect.
TERMS AND CONDITIONS
ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01 — Definitions
As used in this Mortgage, the following terms shall have the meanings set forth below:
"Credit Agreement" means that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026, in the aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A. as Administrative Agent, Collateral Agent, and Swingline Lender, as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time.
"Guaranteed Obligations" means all obligations of WPM under the Guarantee Agreement, including, without limitation, all amounts guaranteed by WPM in respect of the Borrower's Obligations under the Credit Agreement and the other Loan Documents.
"Improvements" has the meaning set forth in the Granting Clause of this Mortgage.
"Land" has the meaning set forth in the Granting Clause of this Mortgage.
"Leases" has the meaning set forth in the Granting Clause of this Mortgage.
"Loan Documents" means, collectively, the Credit Agreement, the Guarantee Agreement, the Security Agreement (Pledge and Security Agreement dated as of January 30, 2026), the Equity Pledge Agreement, the Promissory Notes issued thereunder, each Mortgage (including this Mortgage), each Letter of Credit Application, each Compliance Certificate, and all other agreements, instruments, documents, and certificates executed and delivered in connection with or pursuant to any of the foregoing, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Maturity Date" means January 30, 2031, or such earlier date on which the Commitments are terminated and all Obligations become due and payable in accordance with the Credit Agreement.
"Mortgaged Property" has the meaning set forth in the Granting Clause of this Mortgage.
"Permitted Exceptions" means the exceptions to title listed in Exhibit B attached hereto and incorporated herein by reference.
"Permitted Liens" has the meaning ascribed to such term in the Credit Agreement.
"Rents" has the meaning set forth in the Granting Clause of this Mortgage.
"Secured Obligations" means all Obligations as defined in the Credit Agreement, including, without limitation: (a) all principal amounts owing under the revolving credit facility (including revolving credit loans, swingline loans, and reimbursement obligations in respect of letters of credit); (b) all interest thereon (including interest accruing at the default rate, which shall be the otherwise applicable rate plus two hundred (200) basis points per annum, and including post-petition interest); (c) all fees payable under the Credit Agreement (including the commitment fee of fifty (50) basis points per annum, the letter of credit participation fee of three hundred fifty (350) basis points per annum, the fronting fee of twelve and one-half (12.5) basis points per annum, and the annual agent fee of One Hundred Seventy-Five Thousand Dollars ($175,000)); (d) all costs, expenses, indemnification obligations, and other amounts payable by the Borrower or any Subsidiary Guarantor under the Credit Agreement or any other Loan Document; and (e) all Guaranteed Obligations under the Guarantee Agreement. The term "Secured Obligations" shall also include all obligations arising under or in connection with any incremental facility commitments established pursuant to the accordion feature of the Credit Agreement (in an aggregate amount of up to One Hundred Million Dollars ($100,000,000)), if and when incurred.
"Secured Parties" means, collectively, the Administrative Agent (Prescott National Bank, N.A.), the Collateral Agent (Prescott National Bank, N.A.), the Lenders (Prescott National Bank, N.A.; Harborview Trust Company; Meridian Commercial Lending Corp.; Atlas Fidelity Bank; and Commonwealth Capital Markets, Inc.), the Swingline Lender (Prescott National Bank, N.A.), any LC Issuer, and their respective successors and assigns.
All capitalized terms used in this Mortgage that are not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. In the event of any inconsistency between the definition of a term herein and the definition of such term in the Credit Agreement, the definition in the Credit Agreement shall control, except where the context of this Mortgage clearly requires otherwise or where Kansas real property law requires a different interpretation.
Section 1.02 — Rules of Construction
(a) This Mortgage shall be governed by, and construed and enforced in accordance with, the laws of the State of Kansas, as a real property instrument duly recorded in Sedgwick County, Kansas, without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction. Notwithstanding the foregoing, the Credit Agreement and the other Loan Documents (except as expressly stated therein) are governed by the laws of the State of New York, and the rights, duties, and obligations of the parties under the Credit Agreement and such other Loan Documents shall be determined in accordance with New York law.
(b) To the extent that any Mortgaged Property is subject to the provisions of the Kansas Uniform Commercial Code, as set forth in the Kansas Statutes Annotated, Article 9 (K.S.A. § 84-9-101 et seq.), such provisions shall apply to the extent not inconsistent with this Mortgage.
(c) If any provision of this Mortgage shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.
(d) Section headings and article headings used in this Mortgage are for convenience of reference only and shall not affect the construction of, or be taken into consideration in interpreting, this Mortgage.
(e) As used in this Mortgage, the word "including" means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The words "herein," "hereof," "hereunder," and similar words refer to this Mortgage as a whole and not to any particular section, article, or provision. Unless the context clearly requires otherwise, references to the plural include the singular and references to the singular include the plural.
(f) All references herein to sections, articles, exhibits, and schedules shall mean the sections and articles of, and exhibits and schedules to, this Mortgage unless otherwise specified.
ARTICLE II — SECURED OBLIGATIONS
Section 2.01 — Secured Obligations
This Mortgage is given to secure the full and timely payment and performance of all Secured Obligations, including without limitation:
(a) All principal, interest (including default interest at the rate of the otherwise applicable rate plus two hundred (200) basis points per annum), fees, costs, premiums, charges, and other amounts at any time owing by the Borrower or any Subsidiary Guarantor (including WPM) under the Credit Agreement, including all amounts owing in respect of revolving credit loans, swingline loans, and letters of credit (including reimbursement obligations). The fees secured hereunder include the commitment fee of fifty (50) basis points per annum on the average daily unused portion of the aggregate Commitments, the letter of credit participation fee of three hundred fifty (350) basis points per annum on the stated amount of each outstanding letter of credit, the fronting fee of twelve and one-half (12.5) basis points per annum payable to each LC Issuer, and the annual agent fee of One Hundred Seventy-Five Thousand Dollars ($175,000) payable to the Administrative Agent;
(b) All Guaranteed Obligations of WPM under the Guarantee Agreement, including WPM's guarantee of all Obligations of the Borrower under the Credit Agreement;
(c) All amounts at any time owing under the Security Agreement, the Equity Pledge Agreement, and the other Loan Documents;
(d) All post-petition interest, fees, costs, and expenses that would accrue on any of the foregoing if the Borrower or any Subsidiary Guarantor (including WPM) becomes the subject of any proceeding under any Debtor Relief Laws (as defined in the Credit Agreement), whether or not such interest, fees, costs, and expenses are allowable as a claim in such proceeding;
(e) All obligations arising under or in connection with any incremental facility commitments established pursuant to Section 2.15 of the Credit Agreement (the accordion feature), in an aggregate principal amount of up to One Hundred Million Dollars ($100,000,000), if and when incurred, together with all interest, fees, costs, and other amounts payable in connection therewith; and
(f) All costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Mortgagee or any Secured Party in connection with the enforcement, protection, or preservation of the lien of this Mortgage or any of the rights of the Mortgagee or the Secured Parties hereunder.
Maximum Principal Indebtedness Secured. For the purposes of Kansas mortgage registration tax and for any other purpose required by applicable law, the maximum principal amount of indebtedness secured by this Mortgage at any one time is Four Hundred Fifty Million Dollars ($450,000,000), plus any amounts advanced under any incremental facility established pursuant to the Credit Agreement (in an additional aggregate amount of up to One Hundred Million Dollars ($100,000,000)), plus all accrued and unpaid interest, fees, costs, expenses, and other amounts payable under the Credit Agreement and the other Loan Documents. The statement of maximum indebtedness in this paragraph is made solely for the purpose of compliance with Kansas law and shall not limit the amount of Secured Obligations that are secured hereby.
Section 2.02 — Future Advances
This Mortgage secures not only present indebtedness but also all future advances and re-advances made by or on behalf of the Secured Parties to or for the benefit of the Borrower or any Subsidiary Guarantor under the revolving credit facility established by the Credit Agreement, through the Maturity Date of January 30, 2031, and through any renewals, extensions, or modifications thereof. The Mortgagor acknowledges that the Credit Agreement establishes a revolving credit facility under which the outstanding principal balance may increase and decrease from time to time and under which the Borrower may borrow, repay, and reborrow amounts up to the aggregate amount of the Commitments thereunder. All such future advances and re-advances, together with all interest, fees, costs, and other charges thereon, are secured by the lien of this Mortgage to the same extent as though made on the date hereof. This provision is intended to comply with, and shall be construed in accordance with, K.S.A. § 58-2336 et seq. and all other applicable provisions of Kansas law relating to future advance mortgages. The priority of the lien of this Mortgage with respect to future advances shall be determined in accordance with applicable Kansas law.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF MORTGAGOR
Mortgagor hereby represents and warrants to the Mortgagee and the Secured Parties as follows, which representations and warranties shall survive the execution and delivery of this Mortgage and the recording thereof:
Section 3.01 — Organization and Authority
WPM is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 6587204). WPM is duly qualified and authorized to transact business and is in good standing in the State of Kansas. WPM has full limited liability company power and authority to own, lease, and operate its properties (including the Mortgaged Property) and to carry on its business as presently conducted and as proposed to be conducted, and to execute, deliver, and perform its obligations under this Mortgage and each other Loan Document to which it is a party.
Section 3.02 — Due Authorization and Execution
The execution, delivery, and performance by WPM of this Mortgage have been duly authorized by all necessary limited liability company action on the part of WPM, including member resolutions of Whitmore Aerospace LLC (as sole member of WPM) duly adopted on January 22, 2026. Whitmore Aerospace LLC, a Delaware limited liability company, is the sole member of WPM. No other limited liability company proceedings or actions on the part of WPM or its member are necessary to authorize the execution, delivery, and performance of this Mortgage.
Section 3.03 — Enforceability
This Mortgage has been duly executed and delivered by WPM and constitutes the legal, valid, and binding obligation of WPM, enforceable against WPM in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and other similar laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 3.04 — No Conflicts
The execution, delivery, and performance by WPM of this Mortgage, and the creation of the mortgage lien and security interests contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the certificate of formation or limited liability company agreement of WPM; (b) violate, conflict with, or result in a default (or an event which, with notice or lapse of time or both, would constitute a default) under any material agreement, contract, lease, or instrument to which WPM is a party or by which WPM or any of its properties is bound; (c) result in the creation or imposition of any lien, charge, or encumbrance upon the Mortgaged Property other than the lien of this Mortgage and the Permitted Exceptions; or (d) violate any applicable federal, state, or local law, rule, regulation, order, judgment, writ, injunction, or decree of any governmental authority having jurisdiction over WPM or the Mortgaged Property.
Section 3.05 — Title to Mortgaged Property
Mortgagor has good and marketable fee simple title to the Land and the Improvements, free and clear of all liens, charges, claims, security interests, encumbrances, and other title exceptions of any kind or nature whatsoever, except for the Permitted Exceptions set forth on Exhibit B. Mortgagor has not previously conveyed, mortgaged, assigned, pledged, or encumbered any interest in the Mortgaged Property other than as disclosed in the Permitted Exceptions and as permitted under the Credit Agreement. As of the date hereof, the Mortgaged Property is not subject to any prior mortgage, deed of trust, or other lien instrument securing indebtedness.
Section 3.06 — First Lien Status
This Mortgage, when duly recorded in the real property records of Sedgwick County, Kansas, will create a valid first-priority mortgage lien on and security interest in the Mortgaged Property in favor of the Mortgagee, for the benefit of the Secured Parties, subject only to the Permitted Exceptions. No existing mortgages or deeds of trust encumber the Mortgaged Property. For the avoidance of doubt, the Borrower's prior senior secured term loan dated March 15, 2021, with Prescott National Bank, N.A. as administrative agent, was secured by mortgages on real properties located in the Commonwealth of Virginia and the State of Alabama only, and no mortgage or deed of trust was granted on the Kansas property in connection with such prior facility.
Section 3.07 — Property Condition and Compliance
The Mortgaged Property, including all Improvements thereon, is in good condition and repair, ordinary wear and tear excepted, and is suitable for its intended use as a CNC machining and heat-treatment manufacturing facility. All Improvements have been constructed in a good and workmanlike manner and comply in all material respects with all applicable zoning ordinances, building codes, land-use regulations, and other laws, rules, and regulations of Sedgwick County, Kansas, the City of Wichita, Kansas, and all other governmental authorities having jurisdiction. The current use of the Mortgaged Property as a manufacturing facility is a permitted use under the applicable zoning classification. No condemnation or eminent domain proceedings are pending or, to Mortgagor's knowledge, threatened with respect to all or any portion of the Mortgaged Property.
Section 3.08 — Environmental Compliance
To Mortgagor's knowledge, after due inquiry, the Mortgaged Property complies in all material respects with all applicable Environmental Laws (as defined in the Credit Agreement), including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act, the Clean Air Act, and all applicable Kansas environmental statutes and regulations. No Hazardous Materials (as defined in the Credit Agreement) are present on, under, at, or emanating from the Mortgaged Property in any quantity or manner that would give rise to liability under any Environmental Law, except for Hazardous Materials that are used, stored, or disposed of in compliance with all applicable Environmental Laws in the ordinary course of Mortgagor's manufacturing operations. To Mortgagor's knowledge, there are no pending or threatened environmental claims, investigations, suits, proceedings, or remediation obligations affecting the Mortgaged Property. 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 Section 6.13 of the Credit Agreement, and shall be delivered to the Collateral Agent within sixty (60) days following the Closing Date.
Section 3.09 — Tax Status
All real property taxes, special assessments, and governmental charges currently due and payable with respect to the Mortgaged Property have been paid in full. The tax parcel identification number for the Mortgaged Property is Sedgwick County Parcel ID No. 145-30-0-23-01-014.00. The Employer Identification Number (EIN) of the Mortgagor is 86-4502178. To the best of Mortgagor's knowledge, there are no pending or proposed special assessments affecting the Mortgaged Property.
Section 3.10 — Insurance
Mortgagor maintains insurance coverage on the Mortgaged Property as required by Section 6.07 of the Credit Agreement, including all-risk property insurance in an amount not less than the full replacement cost of the Improvements, commercial general liability insurance, business interruption insurance, and such other insurance as may be required by the Credit Agreement. All insurance has been placed through Falconer Risk Advisors, Inc. (1700 Market Street, Suite 1500, Philadelphia, PA 19103; account executive: Daniel Herrera). Insurance endorsements naming Prescott National Bank, N.A. as Collateral Agent as additional insured and loss payee (as its interest may appear) shall be delivered to the Collateral Agent as a post-closing deliverable in accordance with Section 6.13 of the Credit Agreement, and shall be delivered within thirty (30) days following the Closing Date.
Section 3.11 — Utilities and Access
All utilities necessary for the operation and use of the Mortgaged Property, including water, sanitary and storm sewer, natural gas, electricity, and telecommunications, are available to the Mortgaged Property and are connected and operational. All roads, streets, and highways necessary for adequate ingress and egress to and from the Mortgaged Property, including North Webb Road, have been completed, are fully improved, and are open and available for use by the public and by Mortgagor. The Mortgaged Property is not landlocked and has legal, physical, and practical access to a publicly dedicated and maintained road.
ARTICLE IV — COVENANTS OF MORTGAGOR
Mortgagor hereby covenants and agrees with the Mortgagee and the Secured Parties as follows, which covenants shall remain in effect until the Secured Obligations have been paid in full and all commitments under the Credit Agreement have been terminated:
Section 4.01 — Payment of Secured Obligations
Mortgagor shall pay and perform, and shall cause the Borrower to pay and perform, all Secured Obligations as and when due under the Credit Agreement, the Guarantee Agreement, and the other Loan Documents, promptly and without demand, in accordance with the terms thereof. All payments shall be made in lawful money of the United States of America and in immediately available funds, as specified in the Credit Agreement.
Section 4.02 — Maintenance of Property
Mortgagor shall maintain the Mortgaged Property, including all Improvements, in good condition and repair, in a condition at least substantially equivalent to its present condition, ordinary wear and tear excepted, and in compliance with all applicable laws, ordinances, rules, and regulations. Mortgagor shall not commit or permit waste, impairment, or deterioration of the Mortgaged Property or any part thereof. Mortgagor shall promptly repair, replace, or restore any Improvements that are damaged or destroyed, whether by casualty, act of God, or otherwise, in a manner consistent with the requirements of Article VI hereof.
Section 4.03 — Insurance Requirements
Mortgagor shall maintain at all times insurance coverage on and with respect to the Mortgaged Property as required by Section 6.07 of the Credit Agreement, including without limitation the following:
(a) All-risk property insurance (including coverage for fire, windstorm, hail, explosion, aircraft and vehicle damage, smoke, riot and civil commotion, vandalism and malicious mischief, and such other risks as are customarily covered by all-risk policies) in an amount not less than the full replacement cost of the Improvements (without deduction for depreciation);
(b) Commercial general liability insurance, including premises and operations liability, products and completed operations liability, blanket contractual liability, and personal and advertising injury liability, with a combined single limit of not less than Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate;
(c) Business interruption insurance covering not less than twelve (12) months of projected gross income from the Mortgaged Property;
(d) Flood insurance, if any portion of the Mortgaged Property is located in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency ("FEMA"), in an amount not less than the maximum coverage available under the National Flood Insurance Program or such greater amount as may be required by applicable law;
(e) Workers' compensation insurance as required by the laws of the State of Kansas; and
(f) Such other insurance as may be required from time to time by the Mortgagee or the Credit Agreement, including environmental impairment liability insurance and equipment breakdown insurance, as applicable.
All insurance policies maintained pursuant to this Section 4.03 shall: (i) name Prescott National Bank, N.A. as Collateral Agent as additional insured and/or loss payee, as applicable, as its interest may appear, pursuant to a standard mortgagee clause or loss payable endorsement satisfactory to the Mortgagee; (ii) provide for at least thirty (30) days' prior written notice to the Mortgagee of any cancellation, material modification, or non-renewal (or ten (10) days' prior written notice in the case of cancellation for non-payment of premiums); and (iii) be issued by insurance companies having an A.M. Best rating of at least "A-" and a financial size category of at least "VIII." The insurance broker for the Mortgaged Property is Falconer Risk Advisors, Inc., located at 1700 Market Street, Suite 1500, Philadelphia, PA 19103 (account executive: Daniel Herrera). Mortgagor shall deliver evidence of insurance, including certificates of insurance and all required endorsements, to the Mortgagee on or before the date that is thirty (30) days following the Closing Date, and annually thereafter not less than fifteen (15) days prior to the expiration of any existing coverage.
Section 4.04 — Payment of Taxes and Impositions
Mortgagor shall pay and discharge, or cause to be paid and discharged, before the same shall become delinquent and before any penalty or interest accrues thereon, all real property taxes, assessments (general and special), water rates, sewer rates, governmental charges, levies, and all other impositions of every kind and nature whatsoever that may at any time be levied, assessed, or imposed upon the Mortgaged Property or any part thereof, or upon the Rents or other income therefrom. Mortgagor may, in good faith, contest the validity or amount of any such tax, assessment, or imposition by appropriate proceedings diligently conducted, provided that: (a) no Event of Default exists; (b) such contest effectively stays the collection of the contested amount and the sale or forfeiture of any part of the Mortgaged Property; (c) Mortgagor shall have established adequate reserves on its books in accordance with GAAP for the payment of such contested amounts; and (d) Mortgagor shall promptly pay any such tax, assessment, or imposition upon the final determination of such contest. Mortgagor shall promptly deliver evidence of payment to the Mortgagee upon request.
Section 4.05 — Compliance with Laws
Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and orders affecting the Mortgaged Property, including without limitation all Environmental Laws, zoning laws, building codes, fire and safety codes, and accessibility requirements (including the Americans with Disabilities Act). Mortgagor shall promptly notify the Mortgagee of any notice of violation received from any governmental authority with respect to the Mortgaged Property.
Section 4.06 — Environmental Covenants
(a) Mortgagor shall not cause or permit any Hazardous Materials to be generated, manufactured, refined, transported, treated, stored, handled, disposed of, transferred, produced, or processed on, under, in, or about the Mortgaged Property, or transported to or from the Mortgaged Property, except in the ordinary course of Mortgagor's manufacturing operations and in compliance with all applicable Environmental Laws.
(b) Mortgagor shall promptly notify the Mortgagee in writing of: (i) any environmental claim, proceeding, or investigation affecting the Mortgaged Property or any portion thereof; (ii) any release or threatened release of Hazardous Materials on, under, in, or about the Mortgaged Property that is required to be reported to any governmental authority under any Environmental Law; and (iii) any remediation or corrective action obligation imposed upon or assumed by Mortgagor with respect to the Mortgaged Property.
(c) Mortgagor shall indemnify, defend (with counsel reasonably acceptable to the Mortgagee), and hold harmless the Mortgagee, each Secured Party, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses and the costs of investigation and remediation) arising out of or related to: (i) any breach of the environmental representations, warranties, or covenants contained in this Mortgage; (ii) the presence, release, or threatened release of any Hazardous Materials on, under, in, or about the Mortgaged Property; or (iii) any violation of any Environmental Law relating to the Mortgaged Property. This indemnification shall survive the repayment of the Secured Obligations and the release or foreclosure of this Mortgage.
Section 4.07 — Preservation of Lien Priority
Mortgagor shall not create, incur, assume, or suffer to exist any mortgage, lien, charge, security interest, or encumbrance upon the Mortgaged Property or any part thereof, except for the Permitted Exceptions and Permitted Liens (as defined in the Credit Agreement). Mortgagor shall promptly discharge or bond over any mechanic's lien, materialmen's lien, or other statutory lien filed against the Mortgaged Property that is not a Permitted Lien, and shall take all actions necessary or reasonably requested by the Mortgagee to preserve the first-priority status of the lien of this Mortgage. In the event that any lien or claim of lien is filed against the Mortgaged Property that is not a Permitted Lien, Mortgagor shall, within thirty (30) days after becoming aware of such lien, either (a) pay and satisfy such lien in full, (b) cause such lien to be released of record, or (c) provide a bond or other security reasonably satisfactory to the Mortgagee to protect against such lien.
Section 4.08 — No Transfer or Encumbrance
Mortgagor shall not, without the prior written consent of the Mortgagee (or as otherwise permitted under the Credit Agreement, including Permitted Dispositions as defined therein), sell, transfer, convey, assign, lease (except as permitted under Section 4.10), or further encumber the Mortgaged Property or any interest therein, or permit or suffer the same. Any sale, transfer, conveyance, assignment, or encumbrance made in violation of this Section 4.08 shall be null and void. The foregoing restriction shall apply to both voluntary and involuntary transfers, including without limitation any transfer by operation of law, any change in the membership interests of the Mortgagor, and any transfer in trust. Notwithstanding the foregoing, this Section 4.08 shall not prohibit any Permitted Disposition (as defined in the Credit Agreement), provided that the conditions set forth in the Credit Agreement with respect to such disposition are satisfied.
Section 4.09 — Alterations and Improvements
Mortgagor may make alterations, additions, and improvements to the Mortgaged Property in the ordinary course of business, consistent with the capital expenditure limitations set forth in the Credit Agreement (maximum of Forty-Five Million Dollars ($45,000,000) per fiscal year, with a carry-forward of up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of unused amounts from the immediately preceding fiscal year). Mortgagor shall not make any material alteration, addition, or improvement that would materially diminish the value of the Mortgaged Property without the prior written consent of the Mortgagee. All alterations, additions, and improvements made to the Mortgaged Property shall immediately become part of the Mortgaged Property and shall be subject to the lien of this Mortgage.
Section 4.10 — Leases
Mortgagor shall not enter into any Lease of the Mortgaged Property or any part thereof, or modify, amend, extend, renew, or terminate any existing Lease, except as permitted under the Credit Agreement. All Leases hereafter entered into shall be subordinate and subject to the lien of this Mortgage and shall contain such provisions as the Mortgagee may reasonably require, including provisions requiring the lessee to attorn to the Mortgagee (or any purchaser at a foreclosure sale) and confirming that the Lease shall not be terminated by reason of any foreclosure of this Mortgage. Mortgagor shall promptly deliver to the Mortgagee copies of all Leases entered into after the date hereof, together with any amendments, modifications, or supplements thereto.
Section 4.11 — Condemnation; Eminent Domain
Mortgagor shall promptly notify the Mortgagee in writing of the institution or threatened institution of any proceedings for the condemnation or taking by eminent domain of the Mortgaged Property or any part thereof. Mortgagor shall not, without the prior written consent of the Mortgagee, settle or compromise any condemnation claim or award. All condemnation awards, damages, and proceeds shall be applied as provided in Article VI hereof.
Section 4.12 — Financial Reporting
Mortgagor shall comply with all financial reporting, compliance certification, and inspection obligations set forth in the Credit Agreement, including, without limitation, the obligation of the Borrower to deliver quarterly and annual financial statements, Compliance Certificates (signed by Sandra Petrova, Chief Financial Officer of the Borrower), and such other information as may be required by the Credit Agreement. Without limiting the generality of the foregoing, the Borrower and each Subsidiary Guarantor (including WPM) shall maintain compliance with the following financial covenants as set forth in the Credit Agreement:
(a) Maximum Total Leverage Ratio: The Total Leverage Ratio (as defined in the Credit Agreement), tested at the end of each fiscal quarter, shall not exceed 3.75 to 1.00;
(b) Minimum Interest Coverage Ratio: The Interest Coverage Ratio (as defined in the Credit Agreement), tested at the end of each fiscal quarter, shall not be less than 3.00 to 1.00; and
(c) Maximum Annual Capital Expenditures: Capital Expenditures (as defined in the Credit Agreement) of the Borrower and its Subsidiaries on a consolidated basis shall not exceed Forty-Five Million Dollars ($45,000,000) in any fiscal year (with a carry-forward of up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of unused amounts from the immediately preceding fiscal year).
Section 4.13 — Further Assurances
Mortgagor shall, at its own cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments, documents, and agreements, and shall take or cause to be taken such further actions, as the Mortgagee may from time to time reasonably request to: (a) carry out more effectively the purposes of this Mortgage; (b) subject to the lien of this Mortgage any property or rights covered by this Mortgage that have been acquired by Mortgagor after the date hereof; (c) perfect, protect, and preserve the first-priority lien and security interest created by this Mortgage; and (d) better assure, convey, grant, assign, transfer, and confirm unto the Mortgagee the rights, powers, and remedies granted or intended to be granted to the Mortgagee under this Mortgage.
ARTICLE V — ASSIGNMENT OF LEASES AND RENTS
Section 5.01 — Assignment
Mortgagor hereby absolutely and unconditionally assigns, transfers, conveys, and sets over to the Mortgagee all of Mortgagor's right, title, and interest in and to all Rents and Leases, whether now existing or hereafter arising, as additional and collateral security for the payment and performance of the Secured Obligations. This assignment is intended to be an absolute assignment and not merely an assignment for additional security and shall, to the extent permitted by Kansas law, be effective as a present, absolute, and unconditional assignment. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license to collect, receive, and use the Rents from the Mortgaged Property in the ordinary course of business, subject to the terms of the Credit Agreement and this Mortgage.
Section 5.02 — Revocation Upon Default
Upon the occurrence and during the continuance of an Event of Default:
(a) The license granted to Mortgagor pursuant to Section 5.01 to collect and use Rents shall automatically and immediately terminate, without notice to Mortgagor;
(b) The Mortgagee shall be entitled, without taking possession of the Mortgaged Property, to collect and receive all Rents directly from any tenant, subtenant, licensee, or other occupant of the Mortgaged Property, and each such tenant, subtenant, licensee, or occupant is hereby authorized and directed by Mortgagor to make payment of Rents directly to the Mortgagee upon receipt of written notice from the Mortgagee that an Event of Default has occurred;
(c) The Mortgagee may apply all Rents so collected to the payment of the Secured Obligations in such order and manner as the Mortgagee shall determine, consistent with the Credit Agreement; and
(d) The Mortgagee may exercise all rights of a mortgagee in possession under Kansas law, including the right to enter upon and take possession of the Mortgaged Property, to manage and operate the same, to collect Rents, and to apply the net receipts therefrom to the Secured Obligations, after deducting all costs and expenses of collection and management.
Section 5.03 — No Mortgagee Liability
The assignment of Leases and Rents pursuant to this Article V shall not be construed to impose upon the Mortgagee any obligation or duty of Mortgagor as landlord under any Lease, and the Mortgagee shall not be responsible for the control, care, management, or repair of the Mortgaged Property or for the carrying out of any obligation of Mortgagor as landlord, except to the extent that the Mortgagee has elected to take possession of the Mortgaged Property. The Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from the Mortgagee's failure to enforce the terms of any Lease or to let the Mortgaged Property on terms favorable to Mortgagor, or otherwise arising in connection with the management and operation of the Mortgaged Property following an Event of Default.
ARTICLE VI — CASUALTY AND CONDEMNATION
Section 6.01 — Casualty / Insurance Proceeds
(a) If any Improvements or any part thereof shall be damaged or destroyed by fire, flood, windstorm, or any other casualty, Mortgagor shall promptly give written notice thereof to the Mortgagee, describing the nature and extent of such damage or destruction, and shall promptly commence and diligently prosecute the repair, restoration, or replacement of such Improvements.
(b) All insurance proceeds received on account of any such damage or destruction shall be applied in accordance with the provisions of the Credit Agreement. If no Event of Default exists and is continuing and the aggregate amount of insurance proceeds payable with respect to such casualty does not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (or such other threshold as may be specified in the Credit Agreement), such proceeds may be made available to Mortgagor for restoration of the Improvements, subject to the conditions set forth in the Credit Agreement, including without limitation that: (i) Mortgagor shall have delivered to the Mortgagee plans and specifications for the restoration reasonably satisfactory to the Mortgagee; (ii) the Mortgagee shall be satisfied that the restoration can be completed prior to the Maturity Date; and (iii) the Mortgagee shall be satisfied that the estimated cost of restoration does not exceed the available insurance proceeds (together with any additional funds committed by Mortgagor). If any Event of Default exists, or if the conditions to restoration set forth in the Credit Agreement are not satisfied, the Mortgagee may apply such insurance proceeds to the Secured Obligations in such order as the Mortgagee (as Collateral Agent) shall determine in its discretion, consistent with the Credit Agreement.
(c) Until such time as the Mortgagee elects to apply insurance proceeds to the Secured Obligations, such proceeds shall be held by the Mortgagee in a deposit account as additional security for the Secured Obligations.
Section 6.02 — Condemnation Proceeds
(a) If all or any part of the Mortgaged Property shall be taken, appropriated, or condemned by any governmental authority or other entity having the power of eminent domain, or if title to or temporary use of all or any part of the Mortgaged Property shall be taken or appropriated under any such power, all awards, compensation, damages, and proceeds payable to or receivable by Mortgagor in connection with such taking, appropriation, or condemnation (collectively, "Condemnation Proceeds") shall be paid directly to the Mortgagee.
(b) All Condemnation Proceeds shall be applied in accordance with the provisions of the Credit Agreement. If no Event of Default exists and the taking does not materially impair the use or value of the remaining Mortgaged Property, the Mortgagee may, in its discretion and subject to the conditions set forth in the Credit Agreement, make Condemnation Proceeds available to Mortgagor for restoration of the Improvements. Otherwise, the Mortgagee shall apply all Condemnation Proceeds to the Secured Obligations in such order as the Mortgagee (as Collateral Agent) shall determine.
(c) The Mortgagee shall be entitled to participate in any condemnation proceedings and to be represented by counsel at Mortgagor's expense. Mortgagor hereby irrevocably assigns to the Mortgagee all of Mortgagor's right to receive any Condemnation Proceeds.
ARTICLE VII — EVENTS OF DEFAULT
Section 7.01 — Events of Default
An "Event of Default" under this Mortgage shall mean the occurrence of any one or more of the following:
(a) The occurrence of any Event of Default (as defined in the Credit Agreement), including without limitation:
(i) Failure by the Borrower to pay when due any principal of any revolving credit loan, swingline loan, or reimbursement obligation in respect of any letter of credit, or failure to pay when due any interest, fee, or other amount owing under the Credit Agreement or any other Loan Document, and the continuance of such failure beyond any applicable grace period specified in the Credit Agreement;
(ii) Breach by the Borrower or any Subsidiary Guarantor of any financial covenant set forth in the Credit Agreement, including (A) the maximum total leverage ratio of 3.75 to 1.00, (B) the minimum interest coverage ratio of 3.00 to 1.00, or (C) the maximum annual capital expenditure limitation of Forty-Five Million Dollars ($45,000,000) (with applicable carry-forward);
(iii) Any representation or warranty made by the Borrower or any Subsidiary Guarantor in the Credit Agreement, any other Loan Document, or any certificate or other document delivered in connection therewith proving to have been incorrect or misleading in any material respect when made or deemed made;
(iv) Cross-default to other material indebtedness of the Borrower or any Subsidiary, including any failure to pay when due, or any default resulting in the acceleration of, any indebtedness in an aggregate principal amount in excess of Twenty Million Dollars ($20,000,000) (or such other threshold as specified in the Credit Agreement);
(v) Bankruptcy, insolvency, receivership, or similar events affecting the Borrower or any Material Subsidiary, including the filing of a petition in bankruptcy or the commencement of proceedings under any Debtor Relief Laws;
(vi) Entry of one or more final, non-appealable judgments against the Borrower or any Material Subsidiary in an aggregate amount in excess of Twenty Million Dollars ($20,000,000) (or such other threshold as specified in the Credit Agreement) that remain unsatisfied, unvacated, unbonded, unstayed, or undischarged for a period of sixty (60) consecutive days;
(vii) The occurrence of any ERISA Event (as defined in the Credit Agreement) that, individually or in the aggregate, could reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding Twenty Million Dollars ($20,000,000);
(viii) The occurrence of a Change of Control (as defined in the Credit Agreement);
(ix) Any Loan Document, or the lien or security interest created thereby, ceasing to be in full force and effect or ceasing to create a valid and perfected first-priority lien or security interest (subject to Permitted Liens) on the collateral purported to be covered thereby; or
(x) Any other Event of Default specified in the Credit Agreement;
(b) Any breach by Mortgagor of any representation, warranty, covenant, or agreement contained in this Mortgage that remains uncured for a period of thirty (30) days after written notice thereof from the Mortgagee to the Mortgagor; provided, however, that no cure period shall be available with respect to any breach of a monetary obligation or any breach that is not reasonably capable of cure.
ARTICLE VIII — REMEDIES
Section 8.01 — Acceleration
Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may (and, if directed by the Required Lenders, shall), by written notice to the Mortgagor, declare all Secured Obligations to be immediately due and payable in full, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Mortgagor to the fullest extent permitted by applicable law. Upon such declaration, all Secured Obligations shall become immediately due and payable in full.
Section 8.02 — Foreclosure
Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may institute judicial proceedings for the foreclosure of this Mortgage in accordance with the laws of the State of Kansas (K.S.A. § 60-2410 et seq.), and may cause the Mortgaged Property or any part thereof to be sold by judgment or decree of a court of competent jurisdiction. Kansas is a judicial foreclosure state, and the Mortgagee acknowledges that foreclosure of this Mortgage must be conducted through judicial proceedings. The Mortgagee shall not have any power of sale with respect to the Mortgaged Property.
The Kansas statutory redemption period shall apply to any foreclosure sale conducted pursuant to this Section 8.02. Under K.S.A. § 60-2414, the period of redemption is twelve (12) months from the date of the foreclosure sale; provided, however, that if the Mortgagor has paid an amount equal to at least one-third (1/3) of the original principal indebtedness, the redemption period shall be reduced to three (3) months from the date of the foreclosure sale, and in the case of abandoned property, the redemption period may be further reduced as provided by applicable Kansas law. The applicable redemption period shall be determined at the time of foreclosure in accordance with then-current Kansas law.
Section 8.03 — Receiver
Upon the occurrence and during the continuance of an Event of Default, the Mortgagee shall be entitled, as a matter of right and without notice to the Mortgagor or any other party, to the appointment of a receiver of the Mortgaged Property, the Rents, and all other income derived therefrom. The Mortgagee's entitlement to the appointment of a receiver shall not depend upon a showing that the Mortgaged Property constitutes inadequate security for the Secured Obligations, and Mortgagor hereby consents to the appointment of such a receiver and waives any right to object to such appointment. Any receiver so appointed shall have all powers and duties customarily granted to receivers under Kansas law, including the power to collect Rents, to manage and operate the Mortgaged Property, to make repairs and improvements, to pay operating expenses, and to apply the net revenues derived from the Mortgaged Property to the Secured Obligations.
Section 8.04 — UCC

WHEN RECORDED, RETURN TO:

PREPARED BY AND RETURN TO:

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE

MORTGAGE AND SECURITY AGREEMENT

RECITALS

TERMS AND CONDITIONS

Record

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