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PREPARED BY AND AFTER RECORDING RETURN TO:

Calderwood & Harkness LLP 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309

Attention: Gabrielle Moss

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

Property Address: 1400 Prairie Ridge Drive Cedar Falls, Black Hawk County, Iowa 50613

Dated as of May 22, 2025

Mortgagor: GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as debtor and debtor-in-possession

Mortgagee: MERIDIAN TRUST COMPANY, a New York-chartered trust company, as Collateral Agent

This mortgage secures a debtor-in-possession credit facility authorized by the United States Bankruptcy Court for the Northern District of Iowa, Case No. 25-01147. The liens granted hereunder constitute first-priority priming liens pursuant to Section 364(d) of Title 11 of the United States Code and superpriority administrative expense claims pursuant to Section 364(c)(1) of Title 11 of the United States Code, as authorized by orders of the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.

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MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

This MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of May 22, 2025 (the date of entry of the Interim DIP Order referenced herein), by and between:

GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (EIN 42-8837291), with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, in its capacity as debtor and debtor-in-possession in Case No. 25-01147 pending before the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), the Honorable Margaret R. Dunleavy presiding (the "Mortgagor" or "Borrower"),

and

MERIDIAN TRUST COMPANY, a New York-chartered trust company, with its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178, acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined herein) under the DIP Credit Agreement (as defined herein) (the "Mortgagee" or "Collateral Agent").

RECITALS

A. The Chapter 11 Case. On May 15, 2025 (the "Petition Date"), Greenfield Agricultural Partners LLC filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended from time to time, the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court"), and the case was assigned Case No. 25-01147 (the "Bankruptcy Case"). The Debtor continues to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code, and no trustee, examiner, or similar fiduciary has been appointed in the Bankruptcy Case.

B. The DIP Credit Agreement. The Mortgagor, as Borrower, has entered into that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Credit Agreement"), among the Mortgagor, Ironclad Capital Partners LP, a Delaware limited partnership, with its principal office at 600 Lexington Avenue, 34th Floor, New York, New York 10022, as Administrative Agent (the "Administrative Agent"), the lenders from time to time party thereto (the "DIP Lenders"), and Meridian Trust Company, as Collateral Agent, pursuant to which the DIP Lenders have agreed to provide a senior secured superpriority revolving credit facility in an aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"). The DIP Lenders and their respective commitments are as follows: (i) Ironclad Capital Partners LP, with a commitment of One Hundred Million Dollars ($100,000,000); (ii) Ridgeline Opportunity Fund III LP, a Delaware limited partnership, with a commitment of Fifty Million Dollars ($50,000,000); and (iii) Bramblewood Credit Advisors LLC, a Delaware limited liability company, with a commitment of Twenty-Five Million Dollars ($25,000,000). The DIP Facility bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 850 basis points, with a SOFR floor of 4.00%, resulting in a minimum effective all-in rate of 12.50% per annum. Under the Interim DIP Order (as defined below), an interim draw of up to Eighty Million Dollars ($80,000,000) is available to the Borrower; the remaining Ninety-Five Million Dollars ($95,000,000) shall become available upon entry of the Final Order (as defined below). The DIP Facility matures on the earliest of: (a) May 15, 2026 (twelve months from the Petition Date); (b) the effective date of a confirmed plan of reorganization; (c) the consummation of a sale of substantially all assets of the Debtor pursuant to Section 363 of the Bankruptcy Code; or (d) the occurrence of an Event of Default (as defined in the DIP Credit Agreement) that has not been waived by the Required Lenders.

C. Court Authorization. The Bankruptcy Court entered the Interim Order Authorizing Debtor-in-Possession Financing, Granting Liens, Granting Superpriority Administrative Expense Status, Authorizing the Use of Cash Collateral, Granting Adequate Protection, and Scheduling a Final Hearing (the "Interim Order") on or about May 22, 2025. The Interim Order, among other things: (i) authorized the Debtor to obtain credit under the DIP Credit Agreement; (ii) authorized the granting of first-priority priming liens under Section 364(d) of the Bankruptcy Code on all pre-petition collateral; (iii) authorized the granting of first-priority liens under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code on all previously unencumbered assets of the Debtor's estate, including the Mortgaged Property (as defined herein); and (iv) granted the DIP Obligations superpriority administrative expense claim status under Section 364(c)(1) of the Bankruptcy Code over all other administrative expense claims, subject only to the Carve-Out (as defined herein). A final hearing on the DIP Facility is scheduled before the Bankruptcy Court, and the Final Order Authorizing Debtor-in-Possession Financing (the "Final Order" and, together with the Interim Order, the "DIP Orders") is targeted for entry by June 19, 2025.

D. Security Requirement. The DIP Credit Agreement requires, as a condition precedent to the initial and each subsequent borrowing thereunder, that the Mortgagor execute and deliver this Mortgage to encumber the Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties as security for the full and punctual payment and performance of all Obligations (as defined herein). This Mortgage is one of the "DIP Security Documents" required to be delivered under the DIP Credit Agreement.

E. Pre-Petition Liens. The Mortgaged Property is subject to existing liens and security interests in favor of Prairie State Bank, National Association ("Prairie State Bank"), in its capacity as administrative agent under that certain First Lien Credit Agreement, dated as of November 12, 2021, among the Mortgagor, Prairie State Bank as administrative agent, and the lenders party thereto, securing approximately Three Hundred Ten Million Dollars ($310,000,000) in aggregate first lien term loan obligations. Pursuant to the DIP Orders and Section 364(d) of the Bankruptcy Code, the DIP liens granted hereunder prime and are senior in priority to all pre-petition liens on the Mortgaged Property, including the liens securing the Prairie State Bank first lien term loan obligations. Prairie State Bank has consented to such priming, subject to the adequate protection provided in that certain Adequate Protection Stipulation, dated as of May 21, 2025, and the provisions of the DIP Orders granting adequate protection to Prairie State Bank, including replacement liens, superpriority administrative expense claims, and current-pay interest.

NOW, THEREFORE, in consideration of the foregoing Recitals, the covenants, agreements, representations, and warranties contained herein, the making of loans and other extensions of credit under the DIP Credit Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor agrees as follows:

ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 — Defined Terms

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

"Administrative Agent" means Ironclad Capital Partners LP, a Delaware limited partnership, in its capacity as Administrative Agent under the DIP Credit Agreement, and its successors and assigns in such capacity.

"Bankruptcy Case" means the case commenced by the Mortgagor under Chapter 11 of the Bankruptcy Code, pending before the Bankruptcy Court under Case No. 25-01147.

"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as in effect from time to time.

"Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), or such other court having jurisdiction over the Bankruptcy Case.

"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, in its capacity as debtor and debtor-in-possession in the Bankruptcy Case.

"Carve-Out" means the "Carve-Out" as defined in the DIP Credit Agreement, consisting of: (a) prior to the delivery of a Carve-Out Trigger Notice (as defined in the DIP Credit Agreement), all accrued but unpaid fees, costs, and expenses of estate professionals retained pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code, in each case to the extent allowed by the Bankruptcy Court; and (b) following delivery of a Carve-Out Trigger Notice, (i) Two Million Five Hundred Thousand Dollars ($2,500,000) for fees, costs, and expenses of estate professionals, and (ii) Five Hundred Thousand Dollars ($500,000) for fees due to the United States Trustee pursuant to 28 U.S.C. § 1930, in the aggregate not to exceed Three Million Dollars ($3,000,000) post-trigger.

"Closing Fee" means the closing fee payable to the DIP Lenders under the DIP Credit Agreement in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), representing 2.00% of the aggregate commitments of One Hundred Seventy-Five Million Dollars ($175,000,000).

"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, in its capacity as Collateral Agent under the DIP Credit Agreement, and its successors and assigns in such capacity.

"DIP Credit Agreement" has the meaning set forth in Recital B.

"DIP Lenders" means, collectively, Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP (a Delaware limited partnership), and Bramblewood Credit Advisors LLC (a Delaware limited liability company), and their respective successors and assigns, together with any other lender that becomes a party to the DIP Credit Agreement from time to time.

"DIP Orders" means, collectively, the Interim Order and the Final Order, as each may be amended, supplemented, or modified from time to time.

"Environmental Laws" means all federal, state, and local laws, statutes, ordinances, regulations, rules, orders, judgments, and decrees relating to pollution, the protection of human health or safety, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) ("CERCLA"), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.) ("RCRA"), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), and Iowa Code Chapter 455B, as each of the foregoing may be amended from time to time.

"Event of Default" has the meaning set forth in the DIP Credit Agreement and, additionally, includes each event described in Section 6.1 of this Mortgage.

"Exit Fee" means the exit fee payable to the DIP Lenders under the DIP Credit Agreement in the amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), representing 1.00% of the aggregate commitments of One Hundred Seventy-Five Million Dollars ($175,000,000).

"Final Order" means the Final Order Authorizing Debtor-in-Possession Financing, in form and substance acceptable to the Required Lenders, to be entered by the Bankruptcy Court on or before June 19, 2025.

"Fixtures" means all fixtures, machinery, equipment, and other articles of personal property now or hereafter attached to, installed in, or used in connection with the Improvements or the Land, including, without limitation, manufacturing equipment, compressors, reactors, blending systems, packaging lines, heating, ventilating, and air conditioning systems, electrical systems, plumbing systems, fire protection systems, elevators, escalators, and all other fixtures of every kind and nature, and all renewals, replacements, additions, and substitutions of any of the foregoing.

"Hazardous Materials" means any substance, material, or waste that is regulated, classified, or otherwise characterized under any Environmental Law as "hazardous," "toxic," "pollutant," "contaminant," "radioactive," or words of similar import, including petroleum and its by-products, asbestos, polychlorinated biphenyls, and urea-formaldehyde insulation, and including any agricultural chemicals, herbicides, fungicides, adjuvants, seed treatments, and related chemical substances manufactured, stored, or used at the Mortgaged Property.

"Improvements" means all buildings, structures, improvements, and fixtures now or hereafter located on the Land, including the Cedar Falls manufacturing plant and all production facilities, storage buildings, offices, administrative buildings, loading docks, utility systems, waste treatment facilities, and all other related structures and improvements.

"Interim Order" has the meaning set forth in Recital C.

"Land" means the real property situated in Black Hawk County, State of Iowa, more particularly described on Exhibit A attached hereto and incorporated herein by reference.

"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral) pursuant to which any person is granted a possessory interest in, or the right to use, occupy, or enjoy all or any portion of the Mortgaged Property, together with all amendments, extensions, renewals, guaranties, and other agreements relating thereto, in each case whether now existing or hereafter entered into.

"Mortgage" means this Mortgage, Assignment of Leases and Rents, and Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Rents, and all other property and rights described in the Granting Clauses of Article II of this Mortgage.

"Obligations" means all present and future indebtedness, obligations, and liabilities of the Borrower to the Secured Parties arising under, out of, or in connection with the DIP Credit Agreement and the other Security Documents, whether for principal, interest (including interest accruing at the applicable rate set forth in the DIP Credit Agreement, whether or not a claim for such interest is allowed in the Bankruptcy Case), fees (including, without limitation, the Closing Fee, the Exit Fee, and the Unused Line Fee), premiums, costs, charges, expenses, reimbursement obligations, indemnification obligations, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that the Borrower is obligated to pay but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code.

"Permitted Liens" has the meaning set forth in the DIP Credit Agreement, and includes, without limitation, the liens and encumbrances listed on Exhibit B attached hereto.

"Petition Date" means May 15, 2025.

"Rents" means all rents, issues, profits, revenues, royalties, income, and other benefits derived from the Mortgaged Property, including all amounts payable under the Leases, all parking fees, laundry income, vending income, and all other sums of every nature payable to the Mortgagor in connection with the use, enjoyment, or occupancy of all or any portion of the Mortgaged Property.

"Required Lenders" has the meaning set forth in the DIP Credit Agreement.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the DIP Lenders, and their respective successors and assigns.

"Security Documents" means this Mortgage and all other security agreements, pledge agreements, collateral assignments, and other instruments and documents delivered by the Borrower or any other person to secure the Obligations, including the DIP Security Agreement and the DIP IP Security Agreement (each as defined in the DIP Credit Agreement).

"Unused Line Fee" means the fee payable to the DIP Lenders under the DIP Credit Agreement at the rate of 0.50% per annum on the average daily unused portion of the aggregate commitments under the DIP Facility.

Section 1.2 — Rules of Construction

Unless the context otherwise requires: (a) capitalized terms used in this Mortgage and not otherwise defined herein shall have the meanings assigned to such terms in the DIP Credit Agreement; (b) references to "Sections," "Articles," and "Exhibits" are to Sections, Articles, and Exhibits of this Mortgage unless otherwise specified; (c) references to any law, statute, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, rule, or regulation; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Mortgage as a whole and not to any particular Section or provision; (f) references to the Iowa Uniform Commercial Code or the "UCC" are to Iowa Code Chapter 554, as in effect from time to time in the State of Iowa; (g) the singular shall include the plural and vice versa; and (h) references to any person shall include such person's successors and permitted assigns.

Section 1.3 — UCC Terms

Terms used herein that are defined in the Iowa Uniform Commercial Code (Iowa Code Chapter 554) and not otherwise defined herein shall have the meanings set forth in the Iowa Uniform Commercial Code. Without limiting the generality of the foregoing, the terms "account," "chattel paper," "commercial tort claim," "deposit account," "document," "equipment," "general intangible," "goods," "instrument," "inventory," "investment property," "letter-of-credit right," "proceeds," and "supporting obligation" shall have the respective meanings assigned to such terms in Article 9 of the Iowa Uniform Commercial Code (Iowa Code Chapter 554, Article 9).

ARTICLE II — GRANTING CLAUSES

Section 2.1 — Grant of Mortgage

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the full and punctual payment and performance of all Obligations, the Mortgagor hereby irrevocably grants, bargains, sells, conveys, mortgages, pledges, hypothecates, assigns, transfers, and warrants unto the Collateral Agent, for the benefit of the Secured Parties, a first-priority priming lien on and security interest in all of the Mortgagor's right, title, and interest in, to, and under the following described property, whether now owned or hereafter acquired (collectively, and together with all other property described elsewhere in this Article II, the "Mortgaged Property"):

(a) The Land. All that certain real property situated in Black Hawk County, State of Iowa, commonly known as 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, and more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Land"). The Land comprises the site of the Cedar Falls manufacturing plant, which is one of the Mortgagor's three manufacturing facilities (the other two being located at 2200 Industrial Boulevard, Decatur, Illinois 62521 and 815 County Road 740, Jonesboro, Arkansas 72401, each of which is subject to a separate mortgage instrument).

(b) The Improvements. All buildings, structures, improvements, and fixtures now or hereafter erected, constructed, or placed upon the Land, including, without limitation, the Cedar Falls manufacturing plant and all production facilities, chemical blending and formulation buildings, storage tanks and warehouse buildings, administrative offices, employee facilities, loading docks, rail sidings, truck scales, utility distribution systems (including water, gas, electric, and telecommunications systems), wastewater treatment facilities, stormwater management infrastructure, fencing, paving, parking areas, landscaping, and all other related structures and improvements of every kind and nature, whether permanent or temporary (collectively, the "Improvements"). Without limiting the generality of the foregoing, the Improvements include the manufacturing plant compressor system and related equipment, which underwent a $4,200,000 overhaul in the first quarter of 2025 performed by Norris Industrial Services LLC; such compressor system and all associated components and fixtures are included in this grant.

(c) Fixtures and Equipment. All Fixtures, including, without limitation, all machinery, equipment, apparatus, and articles of personal property now or hereafter attached to, installed in, or used in connection with the Land or the Improvements, including, without limitation, all manufacturing equipment, compressors, reactors, mixing vessels, blending systems, packaging lines, conveyor systems, forklifts (to the extent fixtures), automated control systems, computer hardware and building management systems, heating, ventilating, and air conditioning equipment, electrical generators and distribution panels, plumbing systems, fire suppression and detection systems, security systems, loading equipment, and all renewals, replacements, additions, and substitutions of or for any of the foregoing. This grant expressly includes all goods that are or become fixtures under Iowa law, and this Mortgage shall constitute a fixture filing under Iowa Code § 554.9502 with respect to all such Fixtures.

(d) Easements and Appurtenances. All easements, rights-of-way, strips, gores, and all other appurtenances, privileges, and benefits belonging or appertaining to the Land or the Improvements, including, without limitation, all rights of the Mortgagor in and to any streets, roads, alleys, passages, drains, ditches, and waterways adjacent to, abutting, or serving the Land, and all rights of access, ingress, and egress to and from the Land.

(e) Water Rights and Mineral Rights. All water rights, water stock, water permits, well permits, mineral rights, oil and gas rights, development rights, and air rights now or hereafter belonging to, appurtenant to, or used in connection with the Land or the Improvements, together with all royalties, profits, and income therefrom.

(f) Leases and Rents. All of the Mortgagor's right, title, and interest in and to all Leases now or hereafter affecting the Mortgaged Property, and all Rents now or hereafter payable under or in connection with the Leases or otherwise arising from the use, enjoyment, or occupancy of the Mortgaged Property, subject to the provisions of Article IV hereof regarding the assignment of Leases and Rents.

(g) Proceeds. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, all insurance proceeds payable by reason of loss or damage to the foregoing property, all awards and compensation (including interest thereon and/or the proceeds of any claim or action connected therewith) made or payable for any taking or damaging of the foregoing property by reason of any exercise of the right of eminent domain or condemnation, and all proceeds of the sale, exchange, or other disposition of any of the foregoing property.

(h) After-Acquired Property. All property of the types described in clauses (a) through (g) above that is hereafter acquired by the Mortgagor and that is located on, appurtenant to, or used in connection with the Land or the Improvements.

Section 2.2 — Habendum

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

Section 2.3 — Securing Clause

This Mortgage is given to secure the full and punctual payment and performance of all Obligations under the DIP Credit Agreement and the other Security Documents, including, without limitation:

(a) repayment of all principal amounts borrowed under the DIP Facility, up to the aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000);

(b) payment of all interest on the Obligations at the rate specified in the DIP Credit Agreement (SOFR plus 850 basis points per annum, with a SOFR floor of 4.00%), and, upon the occurrence of an Event of Default, at the default rate specified therein (SOFR plus 1,050 basis points per annum);

(d) payment of the Exit Fee in the amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000);

(e) payment of the Unused Line Fee at the rate of 0.50% per annum on the average daily undrawn portion of the aggregate commitments under the DIP Facility;

(f) reimbursement of all costs, expenses, and advances incurred or made by the Administrative Agent, the Collateral Agent, or any DIP Lender in connection with the DIP Credit Agreement, the Security Documents, or the enforcement thereof, including, without limitation, attorneys' fees, appraisal costs, environmental assessment costs, and title insurance premiums; and

(g) payment and performance of all other indebtedness, obligations, and liabilities of the Borrower to the Secured Parties arising under the DIP Credit Agreement and the other Security Documents, including all indemnification obligations.

Section 2.4 — Superpriority and Priming Nature of Lien

The lien of this Mortgage is a first-priority priming lien granted pursuant to Section 364(d) of the Bankruptcy Code and authorized by the DIP Orders. The lien of this Mortgage primes and is senior in priority to all pre-petition liens on the Mortgaged Property, including, without limitation, the liens and security interests securing the approximately Three Hundred Ten Million Dollars ($310,000,000) in first lien term loan obligations held by Prairie State Bank, National Association, as administrative agent under the pre-petition First Lien Credit Agreement dated November 12, 2021. The lien of this Mortgage is senior to any replacement liens, adequate protection liens, or other liens granted to pre-petition secured lenders, whether pursuant to the DIP Orders, the Adequate Protection Stipulation, or otherwise. The Obligations secured by this Mortgage constitute superpriority administrative expense claims under Section 364(c)(1) of the Bankruptcy Code, with priority over all other administrative expense claims in the Bankruptcy Case.

The lien of this Mortgage is subject only to the Carve-Out as defined in the DIP Credit Agreement, consisting of (a) prior to the delivery of a Carve-Out Trigger Notice, all accrued but unpaid professional fees of estate professionals, and (b) following delivery of a Carve-Out Trigger Notice, an aggregate cap of Three Million Dollars ($3,000,000), allocated as Two Million Five Hundred Thousand Dollars ($2,500,000) for estate professionals and Five Hundred Thousand Dollars ($500,000) for United States Trustee fees pursuant to 28 U.S.C. § 1930.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

The Mortgagor hereby represents and warrants to the Collateral Agent and the Secured Parties as follows:

Section 3.1 — Title and Authority

The Mortgagor holds good and marketable fee simple title to the Land and the Improvements, free and clear of all mortgages, deeds of trust, liens, pledges, charges, security interests, encumbrances, and other adverse claims, except for the Permitted Liens. The Mortgagor is an Iowa limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Iowa, with Employer Identification Number 42-8837291. The Mortgagor's registered agent is Capitol Registered Agents Inc., 400 E. Court Avenue, Suite 200, Des Moines, Iowa 50309. The Mortgagor has full limited liability company power and authority to own the Mortgaged Property and to execute, deliver, and perform its obligations under this Mortgage. The execution and delivery of this Mortgage and the performance by the Mortgagor of its obligations hereunder have been duly authorized by all necessary limited liability company action on the part of the Mortgagor, including any required member or manager approvals, and no further corporate, partnership, or other organizational action is required.

Section 3.2 — Debtor-in-Possession Status

The Mortgagor is a debtor-in-possession under Chapter 11 of the Bankruptcy Code. No trustee, examiner with expanded powers, or similar fiduciary has been appointed in the Bankruptcy Case. The Mortgagor has been authorized by the DIP Orders to incur the Obligations under the DIP Credit Agreement and to grant the liens and security interests contemplated by this Mortgage pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code. The DIP Orders are in full force and effect and have not been reversed, stayed, vacated, modified, or amended in any manner that would impair the validity or enforceability of the liens granted hereunder, except as expressly consented to by the Required Lenders.

Section 3.3 — No Conflicting Liens

Other than the Permitted Liens (including pre-petition liens that are now primed by the lien of this Mortgage), the Mortgaged Property is free and clear of all mortgages, deeds of trust, liens, pledges, charges, security interests, encumbrances, restrictions, covenants, conditions, rights-of-way, easements, judgments, and other adverse claims. The Mortgagor has not executed any other mortgage, deed of trust, or security agreement covering the Mortgaged Property that has not been disclosed to the Collateral Agent, except as described in the DIP Credit Agreement or the DIP Orders.

Section 3.4 — Compliance with Laws

The Mortgaged Property and the use and operation thereof comply in all material respects with all applicable federal, state, and local laws, ordinances, statutes, codes, rules, regulations, orders, and requirements, including, without limitation, all Environmental Laws (including, without limitation, Iowa Code Chapter 455B, CERCLA, and RCRA), zoning ordinances, building codes, fire codes, health and safety regulations, and the Americans with Disabilities Act. The Mortgagor holds all permits, licenses, certificates, authorizations, and approvals (including all environmental permits, air quality permits, wastewater discharge permits, hazardous waste generator permits, and pesticide manufacturing registrations) necessary for the lawful operation of the Cedar Falls manufacturing plant, which operations include the manufacture, formulation, blending, packaging, and storage of herbicides, fungicides, adjuvants, and seed treatment products.

Section 3.5 — Insurance

The Mortgagor maintains property and casualty insurance on the Mortgaged Property in such amounts, with such deductibles, and with such carriers as are satisfactory to the Collateral Agent, including all-risk property insurance in an amount not less than the full replacement cost of the Improvements and Fixtures, commercial general liability insurance, business interruption insurance, and such other coverages as required by the DIP Credit Agreement. In addition, the Mortgagor maintains directors' and officers' liability insurance through Stonebridge Insurance Group Ltd., Policy No. SIG-DO-2024-07821, with an aggregate limit of Fifteen Million Dollars ($15,000,000), which coverage is maintained separately and is referenced herein for informational purposes only.

Section 3.6 — No Condemnation

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

Section 3.7 — Environmental Matters

Except as disclosed in the DIP Credit Agreement or the environmental reports delivered to the Collateral Agent in connection therewith: (a) no Hazardous Materials have been released, discharged, disposed of, or stored on, under, in, or from the Mortgaged Property in violation of any applicable Environmental Law; (b) the Mortgagor has not received any written notice from any governmental authority or any other person regarding the release or threatened release of Hazardous Materials on or from the Mortgaged Property; and (c) there are no pending or, to the Mortgagor's knowledge, threatened claims, actions, suits, investigations, or proceedings under any Environmental Law with respect to the Mortgaged Property.

The Mortgagor acknowledges that its operations at the Cedar Falls manufacturing plant involve the manufacture, formulation, and storage of agricultural chemicals, including herbicides, fungicides, adjuvants, and seed treatment products, which may constitute Hazardous Materials under applicable Environmental Laws. All such operations are conducted in compliance with all applicable Environmental Laws, and all environmental permits and licenses for such operations are current and in good standing. The Mortgagor further notes that the delayed re-registration of its ClearGuard XR herbicide product by the United States Environmental Protection Agency is a product registration matter and does not relate to or affect site-level environmental compliance at the Mortgaged Property.

Section 3.8 — Taxes and Assessments

All real property taxes, assessments, water charges, sewer charges, and other governmental charges imposed on the Mortgaged Property that are due and payable have been paid in full, except to the extent that any such taxes, assessments, or charges constitute pre-petition obligations of the Mortgagor that are subject to the automatic stay under Section 362 of the Bankruptcy Code or are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with generally accepted accounting principles.

Section 3.9 — Property Address and Description

The Mortgaged Property is commonly known as 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, and is situated in Black Hawk County, Iowa. The Mortgaged Property comprises the Cedar Falls manufacturing plant, which is one of three manufacturing facilities operated by the Mortgagor. The other two manufacturing facilities are located at 2200 Industrial Boulevard, Decatur, Illinois 62521 and 815 County Road 740, Jonesboro, Arkansas 72401, each of which is the subject of a separate mortgage instrument delivered in connection with the DIP Credit Agreement.

Section 3.10 — No Foreign Person

The Mortgagor is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and is not a "foreign partner," "foreign trust," or "foreign estate" within the meaning of any applicable provision of the Internal Revenue Code. The Mortgagor's United States taxpayer identification number (Employer Identification Number) is 42-8837291.

ARTICLE IV — ASSIGNMENT OF LEASES AND RENTS

Section 4.1 — Assignment

As additional security for the payment and performance of the Obligations, the Mortgagor hereby absolutely, unconditionally, and irrevocably assigns, transfers, and sets over unto the Collateral Agent, for the benefit of the Secured Parties, all of the Mortgagor's right, title, and interest in and to:

(a) all existing and future Leases of all or any part of the Mortgaged Property, including all amendments, extensions, renewals, and modifications thereof;

(b) all Rents and other sums of money due or to become due under the Leases or otherwise payable in connection with the use, enjoyment, or occupancy of all or any part of the Mortgaged Property;

(c) all guaranties of tenants' obligations under the Leases, and all rights and claims arising out of the breach or default by any tenant or guarantor under any Lease; and

(d) all security deposits, letters of credit, and other forms of security held by the Mortgagor in connection with any Lease.

This assignment is an absolute assignment and not merely an assignment for additional security, to the fullest extent permitted by applicable law, including Iowa Code Chapter 572A (Uniform Assignment of Rents Act).

Section 4.2 — License Back

Notwithstanding the foregoing absolute assignment, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent hereby grants to the Mortgagor a revocable license to collect, receive, and use the Rents in the ordinary course of the Mortgagor's business, subject to the terms and conditions of the DIP Credit Agreement, including, without limitation, compliance with the DIP Budget and applicable budget variance testing requirements. Such license shall be revocable automatically upon the occurrence and during the continuance of an Event of Default, without the necessity of any notice or demand from the Collateral Agent.

Section 4.3 — Revocation upon Default

Upon the occurrence and during the continuance of an Event of Default, the license granted in Section 4.2 shall automatically and immediately terminate without notice to the Mortgagor, and the Collateral Agent shall be entitled, without limitation, to: (a) notify any tenant or other person obligated to pay Rents to make payment directly to the Collateral Agent or its designee; (b) collect all Rents directly from such tenants or other persons; (c) enter upon the Mortgaged Property and take possession of all books, records, and accounts relating to the Leases and Rents; and (d) apply all Rents so collected to the Obligations in such order and manner as the Collateral Agent (acting at the direction of the Administrative Agent) shall determine. The receipt of Rents by the Collateral Agent shall not cure or waive any Event of Default or affect any notice of default hereunder or invalidate any act done pursuant to such notice.

Section 4.4 — Mortgagor's Obligations as Lessor

The Mortgagor shall: (a) faithfully observe and perform all of the obligations of the lessor or landlord under each Lease; (b) maintain each Lease in full force and effect during the term thereof; (c) give prompt written notice to the Collateral Agent of any default by any tenant under any Lease; (d) not enter into, modify, amend, extend, renew, or terminate any Lease or accept the surrender thereof without the prior written consent of the Collateral Agent, unless such action is expressly permitted under the DIP Credit Agreement or the DIP Orders; (e) not collect any Rents more than one month in advance of the date on which such Rents are due; and (f) promptly deliver to the Collateral Agent, upon request, copies of all Leases and all notices, correspondence, and other documents received or sent by the Mortgagor in connection with any Lease.

Section 4.5 — Iowa Assignment of Rents Act

This assignment of Leases and Rents is intended to create a security interest in the Rents for the benefit of the Collateral Agent and the Secured Parties, and this assignment shall be governed by and construed in accordance with Iowa Code Chapter 572A (the Uniform Assignment of Rents Act), to the extent applicable. The Mortgagor and the Collateral Agent intend that this assignment be enforceable in accordance with its terms upon recording of this Mortgage in the office of the Black Hawk County Recorder. Upon the occurrence of an Event of Default and the exercise by the Collateral Agent of its rights under Section 4.3 hereof, the Collateral Agent shall have all rights afforded to an assignee of rents under Iowa Code Chapter 572A, including the right to enforce the assignment as against third parties without the necessity of commencing a foreclosure action.

ARTICLE V — COVENANTS OF MORTGAGOR

The Mortgagor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 5.1 — Payment of Obligations

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

Section 5.2 — Maintenance and Repair

The Mortgagor shall maintain the Mortgaged Property in good condition and repair, ordinary wear and tear excepted, and shall not commit or permit any waste, impairment, or deterioration of the Mortgaged Property or any part thereof. The Mortgagor shall make all necessary repairs, renewals, and replacements to the Mortgaged Property so that the Mortgaged Property will at all times be maintained in at least the condition existing as of the date hereof. The Mortgagor shall operate the Cedar Falls manufacturing plant on a continuous basis in accordance with the DIP Budget and the business plan approved by the Administrative Agent, except to the extent that temporary shutdowns are required for scheduled maintenance, safety reasons, or regulatory compliance.

Without limiting the generality of the foregoing, the Mortgagor acknowledges that the Cedar Falls manufacturing plant recently underwent a $4,200,000 compressor overhaul performed by Norris Industrial Services LLC during the first quarter of 2025. Of such amount, approximately One Million Six Hundred Thousand Dollars ($1,600,000) remains outstanding and payable to Norris Industrial Services LLC. Payment of such outstanding amount is subject to the Mortgagor's critical vendor motion filed in the Bankruptcy Case, which seeks authority from the Bankruptcy Court to pay up to Twelve Million Dollars ($12,000,000) in aggregate critical vendor claims. The Mortgagor shall use commercially reasonable efforts to maintain the compressor system and all other critical plant equipment in good operating condition.

Section 5.3 — Insurance

The Mortgagor shall maintain at all times during the term of this Mortgage the following insurance coverages:

(a) Property Insurance. All-risk or special form property insurance covering the Improvements and Fixtures in an amount not less than the full replacement cost thereof (without deduction for depreciation), with deductibles satisfactory to the Collateral Agent, issued by an insurer or insurers having a rating of not less than "A-" and a financial size category of not less than "VIII" by A.M. Best Company (or an equivalent rating by a nationally recognized rating agency).

(b) Commercial General Liability Insurance. Commercial general liability insurance in an amount not less than that required under the DIP Credit Agreement, covering claims for bodily injury, death, and property damage occurring on, in, or about the Mortgaged Property.

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

(d) Flood Insurance. If any portion of the Improvements is located in a federally designated special flood hazard area, flood insurance in an amount not less than the maximum amount available under the National Flood Insurance Program or such greater amount as the Collateral Agent may require.

(e) Other Insurance. Such other insurance (including environmental liability insurance, pollution legal liability insurance, and workers' compensation insurance) as the Collateral Agent may from time to time reasonably require in its reasonable discretion.

All property insurance policies shall name the Collateral Agent as mortgagee and loss payee (or additional insured, as applicable) pursuant to a standard mortgagee clause acceptable to the Collateral Agent. No property insurance policy shall be modified, cancelled, or allowed to lapse without at least thirty (30) days' prior written notice to the Collateral Agent. The Mortgagor shall deliver to the Collateral Agent, promptly upon request, certificates of insurance evidencing all required coverages, together with copies of all insurance policies and evidence of premium payment.

Section 5.4 — Taxes and Assessments

The Mortgagor shall pay, or cause to be paid, prior to the date on which any penalty or interest would attach thereto, all real property taxes, assessments, water charges, sewer charges, ground rents, and other governmental charges imposed upon or assessed against the Mortgaged Property or any part thereof, subject to the provisions of the Bankruptcy Code regarding pre-petition tax obligations. The Mortgagor shall promptly deliver to the Collateral Agent, upon request, receipts or other evidence of payment of all such taxes and assessments. If the Mortgagor shall fail to make any such payment, the Collateral Agent may (but shall not be obligated to) make such payment on behalf of the Mortgagor, and any amount so paid shall be added to the Obligations secured by this Mortgage and shall bear interest at the default rate specified in the DIP Credit Agreement.

Section 5.5 — Compliance with Laws

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

Section 5.6 — Protection of Collateral Agent's Lien

The Mortgagor shall not create, incur, assume, or permit to exist any mortgage, deed of trust, lien, pledge, charge, security interest, encumbrance, or other adverse claim on the Mortgaged Property or any part thereof, other than the Permitted Liens. The Mortgagor shall defend the title to the Mortgaged Property and the validity, priority, and enforceability of the lien of this Mortgage against all claims and demands of all persons whomsoever. If any lien or encumbrance (other than a Permitted Lien) is asserted against the Mortgaged Property, the Mortgagor shall promptly notify the Collateral Agent thereof and shall promptly take all actions necessary to cause such lien or encumbrance to be discharged, bonded, or otherwise removed.

Section 5.7 — No Alterations

The Mortgagor shall not make, or permit to be made, any material structural alteration, addition, improvement, or demolition to or of the Improvements without the prior written consent of the Collateral Agent (or as otherwise permitted under the DIP Credit Agreement and the DIP Budget); provided, however, that ordinary-course maintenance, repairs, and replacements that do not materially alter the structure or use of the Improvements shall be permitted without such consent.

Section 5.8 — Inspection

The Mortgagor shall permit the Collateral Agent and its authorized representatives, agents, and designees (including, without limitation, Bellwether Valuation Services Inc. or such other appraisers, consultants, or inspectors as the Collateral Agent may designate) to enter upon and inspect the Mortgaged Property at reasonable times during normal business hours upon reasonable prior notice to the Mortgagor. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and its designees shall have the right to enter upon and inspect the Mortgaged Property at any time and from time to time, without prior notice. The Mortgagor shall cooperate fully with the Collateral Agent and its designees in connection with any such inspection, including by providing access to all buildings, structures, equipment, books, records, and personnel.

Section 5.9 — Financial Reporting

The Mortgagor shall provide the Collateral Agent and the Administrative Agent with copies of all financial statements, reports, budgets, variance reports, and other information required to be delivered under the DIP Credit Agreement, including, without limitation: (a) the 13-week DIP Budget (initially covering the period from May 15, 2025 through August 13, 2025, with subsequent extensions in four-week increments as required by the DIP Credit Agreement); (b) weekly budget variance reports; (c) monthly financial statements; and (d) such other financial information as the Collateral Agent or the Administrative Agent may reasonably request from time to time.

Section 5.10 — Environmental Covenants

The Mortgagor shall not cause or permit any release, discharge, emission, disposal, or storage of Hazardous Materials on, in, under, or from the Mortgaged Property in violation of any applicable Environmental Law. The Mortgagor shall promptly notify the Collateral Agent of: (a) the occurrence of any release or threatened release of Hazardous Materials on, in, under, or from the Mortgaged Property that is required to be reported to any governmental authority under any Environmental Law; (b) the receipt by the Mortgagor of any notice, claim, demand, order, or directive from any governmental authority or any other person relating to any actual or alleged violation of any Environmental Law at or affecting the Mortgaged Property; and (c) the commencement or threatened commencement of any investigation, action, suit, or proceeding under any Environmental Law with respect to the Mortgaged Property. The Mortgagor shall indemnify, defend, and hold harmless the Collateral Agent, the Administrative Agent, the DIP Lenders, and each other Secured Party from and against any and all environmental liabilities, claims, damages, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, consultant fees, investigation costs, and remediation costs) arising out of or relating to the presence, release, or threatened release of any Hazardous Materials on, in, under, or from the Mortgaged Property, whether occurring before, on, or after the date hereof.

Section 5.11 — Condemnation

The Mortgagor shall promptly notify the Collateral Agent of the institution of, or the receipt of notice of, any condemnation, eminent domain, or similar proceeding affecting the Mortgaged Property or any portion thereof. The Mortgagor hereby assigns to the Collateral Agent the right to participate in and approve (or disapprove) any settlement, compromise, or resolution of any such proceeding. The Mortgagor shall not, without the prior written consent of the Collateral Agent, enter into any agreement with the condemning authority or otherwise settle or compromise any condemnation proceeding. All condemnation awards, proceeds, damages, and other compensation payable in connection with any such proceeding shall be paid to the Collateral Agent and applied to the Obligations in such order and manner as the Collateral Agent (acting at the direction of the Administrative Agent) shall determine, unless the Required Lenders consent in writing to the application of such proceeds to the restoration of the Mortgaged Property.

Section 5.12 — Further Assurances

The Mortgagor shall, at its sole cost and expense, execute and deliver to the Collateral Agent such additional documents, instruments, and agreements as the Collateral Agent may from time to time reasonably request to evidence, confirm, perfect, protect, or enforce the lien and security interest of this Mortgage, including, without limitation: (a) UCC financing statements (including fixture filings) for filing with the Black Hawk County Recorder and/or the Iowa Secretary of State; (b) amendments, continuations, or assignments of existing financing statements; (c) affidavits, certificates, and other instruments required for recording or filing purposes; and (d) such other documents as may be necessary or desirable to comply with the requirements of Iowa law or the DIP Credit Agreement.

ARTICLE VI — EVENTS OF DEFAULT

Section 6.1 — Events of Default

Each of the following shall constitute an "Event of Default" under this Mortgage:

(a) DIP Credit Agreement Defaults. The occurrence of any "Event of Default" as defined in the DIP Credit Agreement, which definition is hereby incorporated by reference in its entirety, including, without limitation: (i) failure to pay any principal, interest, fee, or other amount when due under the DIP Credit Agreement; (ii) breach of any financial covenant set forth in the DIP Credit Agreement, including the minimum liquidity covenant (requiring maintenance of not less than Fifteen Million Dollars ($15,000,000) in liquidity at all times), the maximum budget variance covenant (requiring actual disbursements not to exceed budgeted disbursements by more than 15%), and the minimum EBITDA covenant (requiring that EBITDA not be less than negative Five Million Dollars (-$5,000,000) for any applicable measurement period); (iii) failure to comply with any milestone covenant set forth in the DIP Credit Agreement; and (iv) any other event or condition described as an "Event of Default" in the DIP Credit Agreement.

(b) Breach of Representation or Warranty. Any representation or warranty made by the Mortgagor in this Mortgage or in any certificate, report, or other document delivered pursuant to or in connection with this Mortgage is false or misleading in any material respect when made or deemed made.

(c) Breach of Covenant. The failure by the Mortgagor to observe or perform any covenant, agreement, or obligation contained in this Mortgage, and (i) with respect to covenants other than payment obligations or the covenants set forth in Sections 5.3, 5.6, and 5.10, such failure continues unremedied for a period of thirty (30) days after written notice thereof from the Collateral Agent to the Mortgagor, or (ii) with respect to payment obligations and the covenants set forth in Sections 5.3, 5.6, and 5.10, immediately upon such failure without notice or cure period.

(d) Conversion. The conversion of the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code.

(e) Dismissal. The dismissal of the Bankruptcy Case.

(f) Appointment of Trustee or Examiner. The appointment of a Chapter 11 trustee in the Bankruptcy Case or the appointment of an examiner with expanded powers (beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) in the Bankruptcy Case.

(g) Modification or Vacation of DIP Orders. The entry of any order by the Bankruptcy Court or any other court of competent jurisdiction modifying, reversing, revoking, staying, rescinding, or vacating the Interim Order or the Final Order, in whole or in part, without the prior written consent of the Required Lenders.

ARTICLE VII — REMEDIES

Section 7.1 — Acceleration

Upon the occurrence of an Event of Default, the Collateral Agent, acting at the direction of the Required Lenders and the Administrative Agent, may, by written notice to the Mortgagor, declare all Obligations immediately due and payable in full, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Mortgagor to the fullest extent permitted by applicable law. Upon any such acceleration, interest on the Obligations shall accrue at the default rate specified in the DIP Credit Agreement (SOFR plus 1,050 basis points per annum) from the date of such acceleration until all Obligations are paid in full. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 6.1(d), (e), or (f), all Obligations shall automatically become due and payable without any declaration or other action by the Collateral Agent.

Section 7.2 — Foreclosure

Upon the occurrence of an Event of Default, the Collateral Agent may, at its option, institute judicial foreclosure proceedings against the Mortgaged Property, in whole or in part, pursuant to Iowa Code Chapter 654 or by any other method permitted by applicable law. In any such foreclosure proceeding, the Collateral Agent shall be entitled to recover the entire amount of the Obligations, together with all costs and expenses of foreclosure (including, without limitation, reasonable attorneys' fees, court costs, appraisal fees, environmental assessment costs, and receiver fees and expenses). The Collateral Agent shall have the right to seek the appointment of a receiver for the Mortgaged Property pursuant to Iowa Code § 654.7 and/or applicable provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, as further described in Section 7.5. The Mortgagor waives any right to object to the appointment of a receiver to the fullest extent permitted by applicable law.

Section 7.3 — Power of Sale

To the extent permitted by Iowa law or by order of the Bankruptcy Court, the Collateral Agent shall have the power of sale with respect to the Mortgaged Property and may sell the Mortgaged Property, in whole or in part, at public or private sale, in accordance with applicable law and any procedures approved by the Bankruptcy Court. The Mortgagor acknowledges that Iowa is primarily a judicial foreclosure state; however, this Section 7.3 is included to the fullest extent that a non-judicial remedy may become available under Iowa law, is permitted by order of the Bankruptcy Court, or is otherwise available to the Collateral Agent.

Section 7.4 — UCC Remedies

With respect to any personal property, equipment, inventory, or Fixtures constituting part of the Mortgaged Property that are subject to the Iowa Uniform Commercial Code, the Collateral Agent shall have all of the rights and remedies of a secured party under the Iowa UCC (Iowa Code Chapter 554, Article 9), including, without limitation, the right to take possession of such property, the right to require the Mortgagor to assemble such property and make it available to the Collateral Agent, and the right to sell, lease, license, or otherwise dispose of such property in accordance with Part 6 of Article 9 of the Iowa UCC. The Collateral Agent may exercise its rights under this Section 7.4 separately from, in combination with, or in addition to any other remedies available under this Mortgage.

Section 7.5 — Receiver

Upon the occurrence of an Event of Default, the Collateral Agent shall be entitled to the appointment of a receiver for the Mortgaged Property as a matter of right, without notice to the Mortgagor, and without regard to the adequacy of the security for the Obligations or the solvency of the Mortgagor or any other person liable for the Obligations, subject to the approval of the Bankruptcy Court during the pendency of the Bankruptcy Case. Any such receiver shall ha

PREPARED BY AND AFTER RECORDING RETURN TO:
Calderwood & Harkness LLP 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309
Attention: Gabrielle Moss
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
Property Address: 1400 Prairie Ridge Drive Cedar Falls, Black Hawk County, Iowa 50613
Dated as of May 22, 2025
Mortgagor: GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as debtor and debtor-in-possession
Mortgagee: MERIDIAN TRUST COMPANY, a New York-chartered trust company, as Collateral Agent
This mortgage secures a debtor-in-possession credit facility authorized by the United States Bankruptcy Court for the Northern District of Iowa, Case No. 25-01147. The liens granted hereunder constitute first-priority priming liens pursuant to Section 364(d) of Title 11 of the United States Code and superpriority administrative expense claims pursuant to Section 364(c)(1) of Title 11 of the United States Code, as authorized by orders of the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.
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MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
This MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Mortgage") is made and entered into as of May 22, 2025 (the date of entry of the Interim DIP Order referenced herein), by and between:
GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company (EIN 42-8837291), with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, in its capacity as debtor and debtor-in-possession in Case No. 25-01147 pending before the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), the Honorable Margaret R. Dunleavy presiding (the "Mortgagor" or "Borrower"),
and
MERIDIAN TRUST COMPANY, a New York-chartered trust company, with its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178, acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined herein) under the DIP Credit Agreement (as defined herein) (the "Mortgagee" or "Collateral Agent").
RECITALS
A. The Chapter 11 Case. On May 15, 2025 (the "Petition Date"), Greenfield Agricultural Partners LLC filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended from time to time, the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court"), and the case was assigned Case No. 25-01147 (the "Bankruptcy Case"). The Debtor continues to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code, and no trustee, examiner, or similar fiduciary has been appointed in the Bankruptcy Case.
B. The DIP Credit Agreement. The Mortgagor, as Borrower, has entered into that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Credit Agreement"), among the Mortgagor, Ironclad Capital Partners LP, a Delaware limited partnership, with its principal office at 600 Lexington Avenue, 34th Floor, New York, New York 10022, as Administrative Agent (the "Administrative Agent"), the lenders from time to time party thereto (the "DIP Lenders"), and Meridian Trust Company, as Collateral Agent, pursuant to which the DIP Lenders have agreed to provide a senior secured superpriority revolving credit facility in an aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"). The DIP Lenders and their respective commitments are as follows: (i) Ironclad Capital Partners LP, with a commitment of One Hundred Million Dollars ($100,000,000); (ii) Ridgeline Opportunity Fund III LP, a Delaware limited partnership, with a commitment of Fifty Million Dollars ($50,000,000); and (iii) Bramblewood Credit Advisors LLC, a Delaware limited liability company, with a commitment of Twenty-Five Million Dollars ($25,000,000). The DIP Facility bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 850 basis points, with a SOFR floor of 4.00%, resulting in a minimum effective all-in rate of 12.50% per annum. Under the Interim DIP Order (as defined below), an interim draw of up to Eighty Million Dollars ($80,000,000) is available to the Borrower; the remaining Ninety-Five Million Dollars ($95,000,000) shall become available upon entry of the Final Order (as defined below). The DIP Facility matures on the earliest of: (a) May 15, 2026 (twelve months from the Petition Date); (b) the effective date of a confirmed plan of reorganization; (c) the consummation of a sale of substantially all assets of the Debtor pursuant to Section 363 of the Bankruptcy Code; or (d) the occurrence of an Event of Default (as defined in the DIP Credit Agreement) that has not been waived by the Required Lenders.
C. Court Authorization. The Bankruptcy Court entered the Interim Order Authorizing Debtor-in-Possession Financing, Granting Liens, Granting Superpriority Administrative Expense Status, Authorizing the Use of Cash Collateral, Granting Adequate Protection, and Scheduling a Final Hearing (the "Interim Order") on or about May 22, 2025. The Interim Order, among other things: (i) authorized the Debtor to obtain credit under the DIP Credit Agreement; (ii) authorized the granting of first-priority priming liens under Section 364(d) of the Bankruptcy Code on all pre-petition collateral; (iii) authorized the granting of first-priority liens under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code on all previously unencumbered assets of the Debtor's estate, including the Mortgaged Property (as defined herein); and (iv) granted the DIP Obligations superpriority administrative expense claim status under Section 364(c)(1) of the Bankruptcy Code over all other administrative expense claims, subject only to the Carve-Out (as defined herein). A final hearing on the DIP Facility is scheduled before the Bankruptcy Court, and the Final Order Authorizing Debtor-in-Possession Financing (the "Final Order" and, together with the Interim Order, the "DIP Orders") is targeted for entry by June 19, 2025.
D. Security Requirement. The DIP Credit Agreement requires, as a condition precedent to the initial and each subsequent borrowing thereunder, that the Mortgagor execute and deliver this Mortgage to encumber the Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties as security for the full and punctual payment and performance of all Obligations (as defined herein). This Mortgage is one of the "DIP Security Documents" required to be delivered under the DIP Credit Agreement.
E. Pre-Petition Liens. The Mortgaged Property is subject to existing liens and security interests in favor of Prairie State Bank, National Association ("Prairie State Bank"), in its capacity as administrative agent under that certain First Lien Credit Agreement, dated as of November 12, 2021, among the Mortgagor, Prairie State Bank as administrative agent, and the lenders party thereto, securing approximately Three Hundred Ten Million Dollars ($310,000,000) in aggregate first lien term loan obligations. Pursuant to the DIP Orders and Section 364(d) of the Bankruptcy Code, the DIP liens granted hereunder prime and are senior in priority to all pre-petition liens on the Mortgaged Property, including the liens securing the Prairie State Bank first lien term loan obligations. Prairie State Bank has consented to such priming, subject to the adequate protection provided in that certain Adequate Protection Stipulation, dated as of May 21, 2025, and the provisions of the DIP Orders granting adequate protection to Prairie State Bank, including replacement liens, superpriority administrative expense claims, and current-pay interest.
NOW, THEREFORE, in consideration of the foregoing Recitals, the covenants, agreements, representations, and warranties contained herein, the making of loans and other extensions of credit under the DIP Credit Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor agrees as follows:
ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1 — Defined Terms
As used in this Mortgage, the following terms shall have the meanings set forth below:
"Administrative Agent" means Ironclad Capital Partners LP, a Delaware limited partnership, in its capacity as Administrative Agent under the DIP Credit Agreement, and its successors and assigns in such capacity.
"Bankruptcy Case" means the case commenced by the Mortgagor under Chapter 11 of the Bankruptcy Code, pending before the Bankruptcy Court under Case No. 25-01147.
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as in effect from time to time.
"Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), or such other court having jurisdiction over the Bankruptcy Case.
"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, in its capacity as debtor and debtor-in-possession in the Bankruptcy Case.
"Carve-Out" means the "Carve-Out" as defined in the DIP Credit Agreement, consisting of: (a) prior to the delivery of a Carve-Out Trigger Notice (as defined in the DIP Credit Agreement), all accrued but unpaid fees, costs, and expenses of estate professionals retained pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code, in each case to the extent allowed by the Bankruptcy Court; and (b) following delivery of a Carve-Out Trigger Notice, (i) Two Million Five Hundred Thousand Dollars ($2,500,000) for fees, costs, and expenses of estate professionals, and (ii) Five Hundred Thousand Dollars ($500,000) for fees due to the United States Trustee pursuant to 28 U.S.C. § 1930, in the aggregate not to exceed Three Million Dollars ($3,000,000) post-trigger.
"Closing Fee" means the closing fee payable to the DIP Lenders under the DIP Credit Agreement in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), representing 2.00% of the aggregate commitments of One Hundred Seventy-Five Million Dollars ($175,000,000).
"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, in its capacity as Collateral Agent under the DIP Credit Agreement, and its successors and assigns in such capacity.
"DIP Credit Agreement" has the meaning set forth in Recital B.
"DIP Lenders" means, collectively, Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP (a Delaware limited partnership), and Bramblewood Credit Advisors LLC (a Delaware limited liability company), and their respective successors and assigns, together with any other lender that becomes a party to the DIP Credit Agreement from time to time.
"DIP Orders" means, collectively, the Interim Order and the Final Order, as each may be amended, supplemented, or modified from time to time.
"Environmental Laws" means all federal, state, and local laws, statutes, ordinances, regulations, rules, orders, judgments, and decrees relating to pollution, the protection of human health or safety, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.) ("CERCLA"), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.) ("RCRA"), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), and Iowa Code Chapter 455B, as each of the foregoing may be amended from time to time.
"Event of Default" has the meaning set forth in the DIP Credit Agreement and, additionally, includes each event described in Section 6.1 of this Mortgage.
"Exit Fee" means the exit fee payable to the DIP Lenders under the DIP Credit Agreement in the amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), representing 1.00% of the aggregate commitments of One Hundred Seventy-Five Million Dollars ($175,000,000).
"Final Order" means the Final Order Authorizing Debtor-in-Possession Financing, in form and substance acceptable to the Required Lenders, to be entered by the Bankruptcy Court on or before June 19, 2025.
"Fixtures" means all fixtures, machinery, equipment, and other articles of personal property now or hereafter attached to, installed in, or used in connection with the Improvements or the Land, including, without limitation, manufacturing equipment, compressors, reactors, blending systems, packaging lines, heating, ventilating, and air conditioning systems, electrical systems, plumbing systems, fire protection systems, elevators, escalators, and all other fixtures of every kind and nature, and all renewals, replacements, additions, and substitutions of any of the foregoing.
"Hazardous Materials" means any substance, material, or waste that is regulated, classified, or otherwise characterized under any Environmental Law as "hazardous," "toxic," "pollutant," "contaminant," "radioactive," or words of similar import, including petroleum and its by-products, asbestos, polychlorinated biphenyls, and urea-formaldehyde insulation, and including any agricultural chemicals, herbicides, fungicides, adjuvants, seed treatments, and related chemical substances manufactured, stored, or used at the Mortgaged Property.
"Improvements" means all buildings, structures, improvements, and fixtures now or hereafter located on the Land, including the Cedar Falls manufacturing plant and all production facilities, storage buildings, offices, administrative buildings, loading docks, utility systems, waste treatment facilities, and all other related structures and improvements.
"Interim Order" has the meaning set forth in Recital C.
"Land" means the real property situated in Black Hawk County, State of Iowa, more particularly described on Exhibit A attached hereto and incorporated herein by reference.
"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral) pursuant to which any person is granted a possessory interest in, or the right to use, occupy, or enjoy all or any portion of the Mortgaged Property, together with all amendments, extensions, renewals, guaranties, and other agreements relating thereto, in each case whether now existing or hereafter entered into.
"Mortgage" means this Mortgage, Assignment of Leases and Rents, and Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Rents, and all other property and rights described in the Granting Clauses of Article II of this Mortgage.
"Obligations" means all present and future indebtedness, obligations, and liabilities of the Borrower to the Secured Parties arising under, out of, or in connection with the DIP Credit Agreement and the other Security Documents, whether for principal, interest (including interest accruing at the applicable rate set forth in the DIP Credit Agreement, whether or not a claim for such interest is allowed in the Bankruptcy Case), fees (including, without limitation, the Closing Fee, the Exit Fee, and the Unused Line Fee), premiums, costs, charges, expenses, reimbursement obligations, indemnification obligations, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that the Borrower is obligated to pay but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code.
"Permitted Liens" has the meaning set forth in the DIP Credit Agreement, and includes, without limitation, the liens and encumbrances listed on Exhibit B attached hereto.
"Petition Date" means May 15, 2025.
"Rents" means all rents, issues, profits, revenues, royalties, income, and other benefits derived from the Mortgaged Property, including all amounts payable under the Leases, all parking fees, laundry income, vending income, and all other sums of every nature payable to the Mortgagor in connection with the use, enjoyment, or occupancy of all or any portion of the Mortgaged Property.
"Required Lenders" has the meaning set forth in the DIP Credit Agreement.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the DIP Lenders, and their respective successors and assigns.
"Security Documents" means this Mortgage and all other security agreements, pledge agreements, collateral assignments, and other instruments and documents delivered by the Borrower or any other person to secure the Obligations, including the DIP Security Agreement and the DIP IP Security Agreement (each as defined in the DIP Credit Agreement).
"Unused Line Fee" means the fee payable to the DIP Lenders under the DIP Credit Agreement at the rate of 0.50% per annum on the average daily unused portion of the aggregate commitments under the DIP Facility.
Section 1.2 — Rules of Construction
Unless the context otherwise requires: (a) capitalized terms used in this Mortgage and not otherwise defined herein shall have the meanings assigned to such terms in the DIP Credit Agreement; (b) references to "Sections," "Articles," and "Exhibits" are to Sections, Articles, and Exhibits of this Mortgage unless otherwise specified; (c) references to any law, statute, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, rule, or regulation; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Mortgage as a whole and not to any particular Section or provision; (f) references to the Iowa Uniform Commercial Code or the "UCC" are to Iowa Code Chapter 554, as in effect from time to time in the State of Iowa; (g) the singular shall include the plural and vice versa; and (h) references to any person shall include such person's successors and permitted assigns.
Section 1.3 — UCC Terms
Terms used herein that are defined in the Iowa Uniform Commercial Code (Iowa Code Chapter 554) and not otherwise defined herein shall have the meanings set forth in the Iowa Uniform Commercial Code. Without limiting the generality of the foregoing, the terms "account," "chattel paper," "commercial tort claim," "deposit account," "document," "equipment," "general intangible," "goods," "instrument," "inventory," "investment property," "letter-of-credit right," "proceeds," and "supporting obligation" shall have the respective meanings assigned to such terms in Article 9 of the Iowa Uniform Commercial Code (Iowa Code Chapter 554, Article 9).
ARTICLE II — GRANTING CLAUSES
Section 2.1 — Grant of Mortgage
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the full and punctual payment and performance of all Obligations, the Mortgagor hereby irrevocably grants, bargains, sells, conveys, mortgages, pledges, hypothecates, assigns, transfers, and warrants unto the Collateral Agent, for the benefit of the Secured Parties, a first-priority priming lien on and security interest in all of the Mortgagor's right, title, and interest in, to, and under the following described property, whether now owned or hereafter acquired (collectively, and together with all other property described elsewhere in this Article II, the "Mortgaged Property"):
(a) The Land. All that certain real property situated in Black Hawk County, State of Iowa, commonly known as 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, and more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Land"). The Land comprises the site of the Cedar Falls manufacturing plant, which is one of the Mortgagor's three manufacturing facilities (the other two being located at 2200 Industrial Boulevard, Decatur, Illinois 62521 and 815 County Road 740, Jonesboro, Arkansas 72401, each of which is subject to a separate mortgage instrument).
(b) The Improvements. All buildings, structures, improvements, and fixtures now or hereafter erected, constructed, or placed upon the Land, including, without limitation, the Cedar Falls manufacturing plant and all production facilities, chemical blending and formulation buildings, storage tanks and warehouse buildings, administrative offices, employee facilities, loading docks, rail sidings, truck scales, utility distribution systems (including water, gas, electric, and telecommunications systems), wastewater treatment facilities, stormwater management infrastructure, fencing, paving, parking areas, landscaping, and all other related structures and improvements of every kind and nature, whether permanent or temporary (collectively, the "Improvements"). Without limiting the generality of the foregoing, the Improvements include the manufacturing plant compressor system and related equipment, which underwent a $4,200,000 overhaul in the first quarter of 2025 performed by Norris Industrial Services LLC; such compressor system and all associated components and fixtures are included in this grant.
(c) Fixtures and Equipment. All Fixtures, including, without limitation, all machinery, equipment, apparatus, and articles of personal property now or hereafter attached to, installed in, or used in connection with the Land or the Improvements, including, without limitation, all manufacturing equipment, compressors, reactors, mixing vessels, blending systems, packaging lines, conveyor systems, forklifts (to the extent fixtures), automated control systems, computer hardware and building management systems, heating, ventilating, and air conditioning equipment, electrical generators and distribution panels, plumbing systems, fire suppression and detection systems, security systems, loading equipment, and all renewals, replacements, additions, and substitutions of or for any of the foregoing. This grant expressly includes all goods that are or become fixtures under Iowa law, and this Mortgage shall constitute a fixture filing under Iowa Code § 554.9502 with respect to all such Fixtures.
(d) Easements and Appurtenances. All easements, rights-of-way, strips, gores, and all other appurtenances, privileges, and benefits belonging or appertaining to the Land or the Improvements, including, without limitation, all rights of the Mortgagor in and to any streets, roads, alleys, passages, drains, ditches, and waterways adjacent to, abutting, or serving the Land, and all rights of access, ingress, and egress to and from the Land.
(e) Water Rights and Mineral Rights. All water rights, water stock, water permits, well permits, mineral rights, oil and gas rights, development rights, and air rights now or hereafter belonging to, appurtenant to, or used in connection with the Land or the Improvements, together with all royalties, profits, and income therefrom.
(f) Leases and Rents. All of the Mortgagor's right, title, and interest in and to all Leases now or hereafter affecting the Mortgaged Property, and all Rents now or hereafter payable under or in connection with the Leases or otherwise arising from the use, enjoyment, or occupancy of the Mortgaged Property, subject to the provisions of Article IV hereof regarding the assignment of Leases and Rents.
(g) Proceeds. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation, all insurance proceeds payable by reason of loss or damage to the foregoing property, all awards and compensation (including interest thereon and/or the proceeds of any claim or action connected therewith) made or payable for any taking or damaging of the foregoing property by reason of any exercise of the right of eminent domain or condemnation, and all proceeds of the sale, exchange, or other disposition of any of the foregoing property.
(h) After-Acquired Property. All property of the types described in clauses (a) through (g) above that is hereafter acquired by the Mortgagor and that is located on, appurtenant to, or used in connection with the Land or the Improvements.
Section 2.2 — Habendum
TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, and appurtenances thereunto belonging, unto the Collateral Agent, its successors and assigns, forever, subject to the terms and conditions of this Mortgage, the DIP Credit Agreement, and the DIP Orders.
Section 2.3 — Securing Clause
This Mortgage is given to secure the full and punctual payment and performance of all Obligations under the DIP Credit Agreement and the other Security Documents, including, without limitation:
(a) repayment of all principal amounts borrowed under the DIP Facility, up to the aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000);
(b) payment of all interest on the Obligations at the rate specified in the DIP Credit Agreement (SOFR plus 850 basis points per annum, with a SOFR floor of 4.00%), and, upon the occurrence of an Event of Default, at the default rate specified therein (SOFR plus 1,050 basis points per annum);
(c) payment of the Closing Fee in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000);
(d) payment of the Exit Fee in the amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000);
(e) payment of the Unused Line Fee at the rate of 0.50% per annum on the average daily undrawn portion of the aggregate commitments under the DIP Facility;
(f) reimbursement of all costs, expenses, and advances incurred or made by the Administrative Agent, the Collateral Agent, or any DIP Lender in connection with the DIP Credit Agreement, the Security Documents, or the enforcement thereof, including, without limitation, attorneys' fees, appraisal costs, environmental assessment costs, and title insurance premiums; and
(g) payment and performance of all other indebtedness, obligations, and liabilities of the Borrower to the Secured Parties arising under the DIP Credit Agreement and the other Security Documents, including all indemnification obligations.
Section 2.4 — Superpriority and Priming Nature of Lien
The lien of this Mortgage is a first-priority priming lien granted pursuant to Section 364(d) of the Bankruptcy Code and authorized by the DIP Orders. The lien of this Mortgage primes and is senior in priority to all pre-petition liens on the Mortgaged Property, including, without limitation, the liens and security interests securing the approximately Three Hundred Ten Million Dollars ($310,000,000) in first lien term loan obligations held by Prairie State Bank, National Association, as administrative agent under the pre-petition First Lien Credit Agreement dated November 12, 2021. The lien of this Mortgage is senior to any replacement liens, adequate protection liens, or other liens granted to pre-petition secured lenders, whether pursuant to the DIP Orders, the Adequate Protection Stipulation, or otherwise. The Obligations secured by this Mortgage constitute superpriority administrative expense claims under Section 364(c)(1) of the Bankruptcy Code, with priority over all other administrative expense claims in the Bankruptcy Case.
The lien of this Mortgage is subject only to the Carve-Out as defined in the DIP Credit Agreement, consisting of (a) prior to the delivery of a Carve-Out Trigger Notice, all accrued but unpaid professional fees of estate professionals, and (b) following delivery of a Carve-Out Trigger Notice, an aggregate cap of Three Million Dollars ($3,000,000), allocated as Two Million Five Hundred Thousand Dollars ($2,500,000) for estate professionals and Five Hundred Thousand Dollars ($500,000) for United States Trustee fees pursuant to 28 U.S.C. § 1930.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF MORTGAGOR
The Mortgagor hereby represents and warrants to the Collateral Agent and the Secured Parties as follows:
Section 3.1 — Title and Authority
The Mortgagor holds good and marketable fee simple title to the Land and the Improvements, free and clear of all mortgages, deeds of trust, liens, pledges, charges, security interests, encumbrances, and other adverse claims, except for the Permitted Liens. The Mortgagor is an Iowa limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Iowa, with Employer Identification Number 42-8837291. The Mortgagor's registered agent is Capitol Registered Agents Inc., 400 E. Court Avenue, Suite 200, Des Moines, Iowa 50309. The Mortgagor has full limited liability company power and authority to own the Mortgaged Property and to execute, deliver, and perform its obligations under this Mortgage. The execution and delivery of this Mortgage and the performance by the Mortgagor of its obligations hereunder have been duly authorized by all necessary limited liability company action on the part of the Mortgagor, including any required member or manager approvals, and no further corporate, partnership, or other organizational action is required.
Section 3.2 — Debtor-in-Possession Status
The Mortgagor is a debtor-in-possession under Chapter 11 of the Bankruptcy Code. No trustee, examiner with expanded powers, or similar fiduciary has been appointed in the Bankruptcy Case. The Mortgagor has been authorized by the DIP Orders to incur the Obligations under the DIP Credit Agreement and to grant the liens and security interests contemplated by this Mortgage pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code. The DIP Orders are in full force and effect and have not been reversed, stayed, vacated, modified, or amended in any manner that would impair the validity or enforceability of the liens granted hereunder, except as expressly consented to by the Required Lenders.
Section 3.3 — No Conflicting Liens
Other than the Permitted Liens (including pre-petition liens that are now primed by the lien of this Mortgage), the Mortgaged Property is free and clear of all mortgages, deeds of trust, liens, pledges, charges, security interests, encumbrances, restrictions, covenants, conditions, rights-of-way, easements, judgments, and other adverse claims. The Mortgagor has not executed any other mortgage, deed of trust, or security agreement covering the Mortgaged Property that has not been disclosed to the Collateral Agent, except as described in the DIP Credit Agreement or the DIP Orders.
Section 3.4 — Compliance with Laws
The Mortgaged Property and the use and operation thereof comply in all material respects with all applicable federal, state, and local laws, ordinances, statutes, codes, rules, regulations, orders, and requirements, including, without limitation, all Environmental Laws (including, without limitation, Iowa Code Chapter 455B, CERCLA, and RCRA), zoning ordinances, building codes, fire codes, health and safety regulations, and the Americans with Disabilities Act. The Mortgagor holds all permits, licenses, certificates, authorizations, and approvals (including all environmental permits, air quality permits, wastewater discharge permits, hazardous waste generator permits, and pesticide manufacturing registrations) necessary for the lawful operation of the Cedar Falls manufacturing plant, which operations include the manufacture, formulation, blending, packaging, and storage of herbicides, fungicides, adjuvants, and seed treatment products.
Section 3.5 — Insurance
The Mortgagor maintains property and casualty insurance on the Mortgaged Property in such amounts, with such deductibles, and with such carriers as are satisfactory to the Collateral Agent, including all-risk property insurance in an amount not less than the full replacement cost of the Improvements and Fixtures, commercial general liability insurance, business interruption insurance, and such other coverages as required by the DIP Credit Agreement. In addition, the Mortgagor maintains directors' and officers' liability insurance through Stonebridge Insurance Group Ltd., Policy No. SIG-DO-2024-07821, with an aggregate limit of Fifteen Million Dollars ($15,000,000), which coverage is maintained separately and is referenced herein for informational purposes only.
Section 3.6 — No Condemnation
No condemnation, eminent domain, or similar proceeding is pending or, to the Mortgagor's knowledge after due inquiry, threatened against the Mortgaged Property or any portion thereof. The Mortgagor has not received any notice from any governmental authority indicating that the Mortgaged Property or any portion thereof is to be taken, condemned, or acquired for public or quasi-public use.
Section 3.7 — Environmental Matters
Except as disclosed in the DIP Credit Agreement or the environmental reports delivered to the Collateral Agent in connection therewith: (a) no Hazardous Materials have been released, discharged, disposed of, or stored on, under, in, or from the Mortgaged Property in violation of any applicable Environmental Law; (b) the Mortgagor has not received any written notice from any governmental authority or any other person regarding the release or threatened release of Hazardous Materials on or from the Mortgaged Property; and (c) there are no pending or, to the Mortgagor's knowledge, threatened claims, actions, suits, investigations, or proceedings under any Environmental Law with respect to the Mortgaged Property.
The Mortgagor acknowledges that its operations at the Cedar Falls manufacturing plant involve the manufacture, formulation, and storage of agricultural chemicals, including herbicides, fungicides, adjuvants, and seed treatment products, which may constitute Hazardous Materials under applicable Environmental Laws. All such operations are conducted in compliance with all applicable Environmental Laws, and all environmental permits and licenses for such operations are current and in good standing. The Mortgagor further notes that the delayed re-registration of its ClearGuard XR herbicide product by the United States Environmental Protection Agency is a product registration matter and does not relate to or affect site-level environmental compliance at the Mortgaged Property.
Section 3.8 — Taxes and Assessments
All real property taxes, assessments, water charges, sewer charges, and other governmental charges imposed on the Mortgaged Property that are due and payable have been paid in full, except to the extent that any such taxes, assessments, or charges constitute pre-petition obligations of the Mortgagor that are subject to the automatic stay under Section 362 of the Bankruptcy Code or are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with generally accepted accounting principles.
Section 3.9 — Property Address and Description
The Mortgaged Property is commonly known as 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, and is situated in Black Hawk County, Iowa. The Mortgaged Property comprises the Cedar Falls manufacturing plant, which is one of three manufacturing facilities operated by the Mortgagor. The other two manufacturing facilities are located at 2200 Industrial Boulevard, Decatur, Illinois 62521 and 815 County Road 740, Jonesboro, Arkansas 72401, each of which is the subject of a separate mortgage instrument delivered in connection with the DIP Credit Agreement.
Section 3.10 — No Foreign Person
The Mortgagor is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and is not a "foreign partner," "foreign trust," or "foreign estate" within the meaning of any applicable provision of the Internal Revenue Code. The Mortgagor's United States taxpayer identification number (Employer Identification Number) is 42-8837291.
ARTICLE IV — ASSIGNMENT OF LEASES AND RENTS
Section 4.1 — Assignment
As additional security for the payment and performance of the Obligations, the Mortgagor hereby absolutely, unconditionally, and irrevocably assigns, transfers, and sets over unto the Collateral Agent, for the benefit of the Secured Parties, all of the Mortgagor's right, title, and interest in and to:
(a) all existing and future Leases of all or any part of the Mortgaged Property, including all amendments, extensions, renewals, and modifications thereof;
(b) all Rents and other sums of money due or to become due under the Leases or otherwise payable in connection with the use, enjoyment, or occupancy of all or any part of the Mortgaged Property;
(c) all guaranties of tenants' obligations under the Leases, and all rights and claims arising out of the breach or default by any tenant or guarantor under any Lease; and
(d) all security deposits, letters of credit, and other forms of security held by the Mortgagor in connection with any Lease.
This assignment is an absolute assignment and not merely an assignment for additional security, to the fullest extent permitted by applicable law, including Iowa Code Chapter 572A (Uniform Assignment of Rents Act).
Section 4.2 — License Back
Notwithstanding the foregoing absolute assignment, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent hereby grants to the Mortgagor a revocable license to collect, receive, and use the Rents in the ordinary course of the Mortgagor's business, subject to the terms and conditions of the DIP Credit Agreement, including, without limitation, compliance with the DIP Budget and applicable budget variance testing requirements. Such license shall be revocable automatically upon the occurrence and during the continuance of an Event of Default, without the necessity of any notice or demand from the Collateral Agent.
Section 4.3 — Revocation upon Default
Upon the occurrence and during the continuance of an Event of Default, the license granted in Section 4.2 shall automatically and immediately terminate without notice to the Mortgagor, and the Collateral Agent shall be entitled, without limitation, to: (a) notify any tenant or other person obligated to pay Rents to make payment directly to the Collateral Agent or its designee; (b) collect all Rents directly from such tenants or other persons; (c) enter upon the Mortgaged Property and take possession of all books, records, and accounts relating to the Leases and Rents; and (d) apply all Rents so collected to the Obligations in such order and manner as the Collateral Agent (acting at the direction of the Administrative Agent) shall determine. The receipt of Rents by the Collateral Agent shall not cure or waive any Event of Default or affect any notice of default hereunder or invalidate any act done pursuant to such notice.
Section 4.4 — Mortgagor's Obligations as Lessor
The Mortgagor shall: (a) faithfully observe and perform all of the obligations of the lessor or landlord under each Lease; (b) maintain each Lease in full force and effect during the term thereof; (c) give prompt written notice to the Collateral Agent of any default by any tenant under any Lease; (d) not enter into, modify, amend, extend, renew, or terminate any Lease or accept the surrender thereof without the prior written consent of the Collateral Agent, unless such action is expressly permitted under the DIP Credit Agreement or the DIP Orders; (e) not collect any Rents more than one month in advance of the date on which such Rents are due; and (f) promptly deliver to the Collateral Agent, upon request, copies of all Leases and all notices, correspondence, and other documents received or sent by the Mortgagor in connection with any Lease.
Section 4.5 — Iowa Assignment of Rents Act
This assignment of Leases and Rents is intended to create a security interest in the Rents for the benefit of the Collateral Agent and the Secured Parties, and this assignment shall be governed by and construed in accordance with Iowa Code Chapter 572A (the Uniform Assignment of Rents Act), to the extent applicable. The Mortgagor and the Collateral Agent intend that this assignment be enforceable in accordance with its terms upon recording of this Mortgage in the office of the Black Hawk County Recorder. Upon the occurrence of an Event of Default and the exercise by the Collateral Agent of its rights under Section 4.3 hereof, the Collateral Agent shall have all rights afforded to an assignee of rents under Iowa Code Chapter 572A, including the right to enforce the assignment as against third parties without the necessity of commencing a foreclosure action.
ARTICLE V — COVENANTS OF MORTGAGOR
The Mortgagor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:
Section 5.1 — Payment of Obligations
The Mortgagor shall pay and perform all Obligations under the DIP Credit Agreement and the other Security Documents as and when due, including, without limitation, all principal, interest (including default interest, if applicable), the Closing Fee, the Exit Fee, the Unused Line Fee, and all costs, expenses, advances, and indemnification obligations, strictly in accordance with the terms of the DIP Credit Agreement.
Section 5.2 — Maintenance and Repair
The Mortgagor shall maintain the Mortgaged Property in good condition and repair, ordinary wear and tear excepted, and shall not commit or permit any waste, impairment, or deterioration of the Mortgaged Property or any part thereof. The Mortgagor shall make all necessary repairs, renewals, and replacements to the Mortgaged Property so that the Mortgaged Property will at all times be maintained in at least the condition existing as of the date hereof. The Mortgagor shall operate the Cedar Falls manufacturing plant on a continuous basis in accordance with the DIP Budget and the business plan approved by the Administrative Agent, except to the extent that temporary shutdowns are required for scheduled maintenance, safety reasons, or regulatory compliance.
Without limiting the generality of the foregoing, the Mortgagor acknowledges that the Cedar Falls manufacturing plant recently underwent a $4,200,000 compressor overhaul performed by Norris Industrial Services LLC during the first quarter of 2025. Of such amount, approximately One Million Six Hundred Thousand Dollars ($1,600,000) remains outstanding and payable to Norris Industrial Services LLC. Payment of such outstanding amount is subject to the Mortgagor's critical vendor motion filed in the Bankruptcy Case, which seeks authority from the Bankruptcy Court to pay up to Twelve Million Dollars ($12,000,000) in aggregate critical vendor claims. The Mortgagor shall use commercially reasonable efforts to maintain the compressor system and all other critical plant equipment in good operating condition.
Section 5.3 — Insurance
The Mortgagor shall maintain at all times during the term of this Mortgage the following insurance coverages:
(a) Property Insurance. All-risk or special form property insurance covering the Improvements and Fixtures in an amount not less than the full replacement cost thereof (without deduction for depreciation), with deductibles satisfactory to the Collateral Agent, issued by an insurer or insurers having a rating of not less than "A-" and a financial size category of not less than "VIII" by A.M. Best Company (or an equivalent rating by a nationally recognized rating agency).
(b) Commercial General Liability Insurance. Commercial general liability insurance in an amount not less than that required under the DIP Credit Agreement, covering claims for bodily injury, death, and property damage occurring on, in, or about the Mortgaged Property.
(c) Business Interruption Insurance. Business interruption and/or loss of rents insurance in an amount sufficient to cover not less than twelve (12) months of projected lost income from the Mortgaged Property.
(d) Flood Insurance. If any portion of the Improvements is located in a federally designated special flood hazard area, flood insurance in an amount not less than the maximum amount available under the National Flood Insurance Program or such greater amount as the Collateral Agent may require.
(e) Other Insurance. Such other insurance (including environmental liability insurance, pollution legal liability insurance, and workers' compensation insurance) as the Collateral Agent may from time to time reasonably require in its reasonable discretion.
All property insurance policies shall name the Collateral Agent as mortgagee and loss payee (or additional insured, as applicable) pursuant to a standard mortgagee clause acceptable to the Collateral Agent. No property insurance policy shall be modified, cancelled, or allowed to lapse without at least thirty (30) days' prior written notice to the Collateral Agent. The Mortgagor shall deliver to the Collateral Agent, promptly upon request, certificates of insurance evidencing all required coverages, together with copies of all insurance policies and evidence of premium payment.
Section 5.4 — Taxes and Assessments
The Mortgagor shall pay, or cause to be paid, prior to the date on which any penalty or interest would attach thereto, all real property taxes, assessments, water charges, sewer charges, ground rents, and other governmental charges imposed upon or assessed against the Mortgaged Property or any part thereof, subject to the provisions of the Bankruptcy Code regarding pre-petition tax obligations. The Mortgagor shall promptly deliver to the Collateral Agent, upon request, receipts or other evidence of payment of all such taxes and assessments. If the Mortgagor shall fail to make any such payment, the Collateral Agent may (but shall not be obligated to) make such payment on behalf of the Mortgagor, and any amount so paid shall be added to the Obligations secured by this Mortgage and shall bear interest at the default rate specified in the DIP Credit Agreement.
Section 5.5 — Compliance with Laws
The Mortgagor shall comply, and shall cause the Mortgaged Property to comply, in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, judgments, and decrees, including, without limitation, all Environmental Laws, zoning requirements, building codes, fire codes, health and safety regulations, and the Americans with Disabilities Act.
Section 5.6 — Protection of Collateral Agent's Lien
The Mortgagor shall not create, incur, assume, or permit to exist any mortgage, deed of trust, lien, pledge, charge, security interest, encumbrance, or other adverse claim on the Mortgaged Property or any part thereof, other than the Permitted Liens. The Mortgagor shall defend the title to the Mortgaged Property and the validity, priority, and enforceability of the lien of this Mortgage against all claims and demands of all persons whomsoever. If any lien or encumbrance (other than a Permitted Lien) is asserted against the Mortgaged Property, the Mortgagor shall promptly notify the Collateral Agent thereof and shall promptly take all actions necessary to cause such lien or encumbrance to be discharged, bonded, or otherwise removed.
Section 5.7 — No Alterations
The Mortgagor shall not make, or permit to be made, any material structural alteration, addition, improvement, or demolition to or of the Improvements without the prior written consent of the Collateral Agent (or as otherwise permitted under the DIP Credit Agreement and the DIP Budget); provided, however, that ordinary-course maintenance, repairs, and replacements that do not materially alter the structure or use of the Improvements shall be permitted without such consent.
Section 5.8 — Inspection
The Mortgagor shall permit the Collateral Agent and its authorized representatives, agents, and designees (including, without limitation, Bellwether Valuation Services Inc. or such other appraisers, consultants, or inspectors as the Collateral Agent may designate) to enter upon and inspect the Mortgaged Property at reasonable times during normal business hours upon reasonable prior notice to the Mortgagor. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and its designees shall have the right to enter upon and inspect the Mortgaged Property at any time and from time to time, without prior notice. The Mortgagor shall cooperate fully with the Collateral Agent and its designees in connection with any such inspection, including by providing access to all buildings, structures, equipment, books, records, and personnel.
Section 5.9 — Financial Reporting
The Mortgagor shall provide the Collateral Agent and the Administrative Agent with copies of all financial statements, reports, budgets, variance reports, and other information required to be delivered under the DIP Credit Agreement, including, without limitation: (a) the 13-week DIP Budget (initially covering the period from May 15, 2025 through August 13, 2025, with subsequent extensions in four-week increments as required by the DIP Credit Agreement); (b) weekly budget variance reports; (c) monthly financial statements; and (d) such other financial information as the Collateral Agent or the Administrative Agent may reasonably request from time to time.
Section 5.10 — Environmental Covenants
The Mortgagor shall not cause or permit any release, discharge, emission, disposal, or storage of Hazardous Materials on, in, under, or from the Mortgaged Property in violation of any applicable Environmental Law. The Mortgagor shall promptly notify the Collateral Agent of: (a) the occurrence of any release or threatened release of Hazardous Materials on, in, under, or from the Mortgaged Property that is required to be reported to any governmental authority under any Environmental Law; (b) the receipt by the Mortgagor of any notice, claim, demand, order, or directive from any governmental authority or any other person relating to any actual or alleged violation of any Environmental Law at or affecting the Mortgaged Property; and (c) the commencement or threatened commencement of any investigation, action, suit, or proceeding under any Environmental Law with respect to the Mortgaged Property. The Mortgagor shall indemnify, defend, and hold harmless the Collateral Agent, the Administrative Agent, the DIP Lenders, and each other Secured Party from and against any and all environmental liabilities, claims, damages, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys' fees, consultant fees, investigation costs, and remediation costs) arising out of or relating to the presence, release, or threatened release of any Hazardous Materials on, in, under, or from the Mortgaged Property, whether occurring before, on, or after the date hereof.
Section 5.11 — Condemnation
The Mortgagor shall promptly notify the Collateral Agent of the institution of, or the receipt of notice of, any condemnation, eminent domain, or similar proceeding affecting the Mortgaged Property or any portion thereof. The Mortgagor hereby assigns to the Collateral Agent the right to participate in and approve (or disapprove) any settlement, compromise, or resolution of any such proceeding. The Mortgagor shall not, without the prior written consent of the Collateral Agent, enter into any agreement with the condemning authority or otherwise settle or compromise any condemnation proceeding. All condemnation awards, proceeds, damages, and other compensation payable in connection with any such proceeding shall be paid to the Collateral Agent and applied to the Obligations in such order and manner as the Collateral Agent (acting at the direction of the Administrative Agent) shall determine, unless the Required Lenders consent in writing to the application of such proceeds to the restoration of the Mortgaged Property.
Section 5.12 — Further Assurances
The Mortgagor shall, at its sole cost and expense, execute and deliver to the Collateral Agent such additional documents, instruments, and agreements as the Collateral Agent may from time to time reasonably request to evidence, confirm, perfect, protect, or enforce the lien and security interest of this Mortgage, including, without limitation: (a) UCC financing statements (including fixture filings) for filing with the Black Hawk County Recorder and/or the Iowa Secretary of State; (b) amendments, continuations, or assignments of existing financing statements; (c) affidavits, certificates, and other instruments required for recording or filing purposes; and (d) such other documents as may be necessary or desirable to comply with the requirements of Iowa law or the DIP Credit Agreement.
ARTICLE VI — EVENTS OF DEFAULT
Section 6.1 — Events of Default
Each of the following shall constitute an "Event of Default" under this Mortgage:
(a) DIP Credit Agreement Defaults. The occurrence of any "Event of Default" as defined in the DIP Credit Agreement, which definition is hereby incorporated by reference in its entirety, including, without limitation: (i) failure to pay any principal, interest, fee, or other amount when due under the DIP Credit Agreement; (ii) breach of any financial covenant set forth in the DIP Credit Agreement, including the minimum liquidity covenant (requiring maintenance of not less than Fifteen Million Dollars ($15,000,000) in liquidity at all times), the maximum budget variance covenant (requiring actual disbursements not to exceed budgeted disbursements by more than 15%), and the minimum EBITDA covenant (requiring that EBITDA not be less than negative Five Million Dollars (-$5,000,000) for any applicable measurement period); (iii) failure to comply with any milestone covenant set forth in the DIP Credit Agreement; and (iv) any other event or condition described as an "Event of Default" in the DIP Credit Agreement.
(b) Breach of Representation or Warranty. Any representation or warranty made by the Mortgagor in this Mortgage or in any certificate, report, or other document delivered pursuant to or in connection with this Mortgage is false or misleading in any material respect when made or deemed made.
(c) Breach of Covenant. The failure by the Mortgagor to observe or perform any covenant, agreement, or obligation contained in this Mortgage, and (i) with respect to covenants other than payment obligations or the covenants set forth in Sections 5.3, 5.6, and 5.10, such failure continues unremedied for a period of thirty (30) days after written notice thereof from the Collateral Agent to the Mortgagor, or (ii) with respect to payment obligations and the covenants set forth in Sections 5.3, 5.6, and 5.10, immediately upon such failure without notice or cure period.
(d) Conversion. The conversion of the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code.
(e) Dismissal. The dismissal of the Bankruptcy Case.
(f) Appointment of Trustee or Examiner. The appointment of a Chapter 11 trustee in the Bankruptcy Case or the appointment of an examiner with expanded powers (beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) in the Bankruptcy Case.
(g) Modification or Vacation of DIP Orders. The entry of any order by the Bankruptcy Court or any other court of competent jurisdiction modifying, reversing, revoking, staying, rescinding, or vacating the Interim Order or the Final Order, in whole or in part, without the prior written consent of the Required Lenders.
ARTICLE VII — REMEDIES
Section 7.1 — Acceleration
Upon the occurrence of an Event of Default, the Collateral Agent, acting at the direction of the Required Lenders and the Administrative Agent, may, by written notice to the Mortgagor, declare all Obligations immediately due and payable in full, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Mortgagor to the fullest extent permitted by applicable law. Upon any such acceleration, interest on the Obligations shall accrue at the default rate specified in the DIP Credit Agreement (SOFR plus 1,050 basis points per annum) from the date of such acceleration until all Obligations are paid in full. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 6.1(d), (e), or (f), all Obligations shall automatically become due and payable without any declaration or other action by the Collateral Agent.
Section 7.2 — Foreclosure
Upon the occurrence of an Event of Default, the Collateral Agent may, at its option, institute judicial foreclosure proceedings against the Mortgaged Property, in whole or in part, pursuant to Iowa Code Chapter 654 or by any other method permitted by applicable law. In any such foreclosure proceeding, the Collateral Agent shall be entitled to recover the entire amount of the Obligations, together with all costs and expenses of foreclosure (including, without limitation, reasonable attorneys' fees, court costs, appraisal fees, environmental assessment costs, and receiver fees and expenses). The Collateral Agent shall have the right to seek the appointment of a receiver for the Mortgaged Property pursuant to Iowa Code § 654.7 and/or applicable provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, as further described in Section 7.5. The Mortgagor waives any right to object to the appointment of a receiver to the fullest extent permitted by applicable law.
Section 7.3 — Power of Sale
To the extent permitted by Iowa law or by order of the Bankruptcy Court, the Collateral Agent shall have the power of sale with respect to the Mortgaged Property and may sell the Mortgaged Property, in whole or in part, at public or private sale, in accordance with applicable law and any procedures approved by the Bankruptcy Court. The Mortgagor acknowledges that Iowa is primarily a judicial foreclosure state; however, this Section 7.3 is included to the fullest extent that a non-judicial remedy may become available under Iowa law, is permitted by order of the Bankruptcy Court, or is otherwise available to the Collateral Agent.
Section 7.4 — UCC Remedies
With respect to any personal property, equipment, inventory, or Fixtures constituting part of the Mortgaged Property that are subject to the Iowa Uniform Commercial Code, the Collateral Agent shall have all of the rights and remedies of a secured party under the Iowa UCC (Iowa Code Chapter 554, Article 9), including, without limitation, the right to take possession of such property, the right to require the Mortgagor to assemble such property and make it available to the Collateral Agent, and the right to sell, lease, license, or otherwise dispose of such property in accordance with Part 6 of Article 9 of the Iowa UCC. The Collateral Agent may exercise its rights under this Section 7.4 separately from, in combination with, or in addition to any other remedies available under this Mortgage.
Section 7.5 — Receiver
Upon the occurrence of an Event of Default, the Collateral Agent shall be entitled to the appointment of a receiver for the Mortgaged Property as a matter of right, without notice to the Mortgagor, and without regard to the adequacy of the security for the Obligations or the solvency of the Mortgagor or any other person liable for the Obligations, subject to the approval of the Bankruptcy Court during the pendency of the Bankruptcy Case. Any such receiver shall ha

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