1020-00002 · Client 1020 · Transaction Documents/Security Documents

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SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

Prepared by and upon recording return to:

Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022

Attention: Gabrielle Moss

Property Address: 2200 Industrial Boulevard, Decatur, IL 62521

Mortgagor: Greenfield Agricultural Partners LLC, an Iowa limited liability company

Mortgagee: Meridian Trust Company, a New York-chartered trust company, as Collateral Agent

County: Macon County, Illinois

PIN / Tax Parcel Number: [To be inserted — placeholder for Macon County parcel identification number]

Cross-Reference: This Mortgage secures obligations under that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of May 22, 2025

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 "Effective Date"), 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 (the "Mortgagor" or "Borrower"),

and

MERIDIAN TRUST COMPANY, a New York-chartered trust company, with offices 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").

REFERENCE TO DIP CREDIT AGREEMENT. This Mortgage is executed and delivered pursuant to, and secures obligations arising under, 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 Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, the Collateral Agent, and the Lenders party thereto from time to time (including Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC), providing for a one hundred seventy-five million dollar ($175,000,000) senior secured superpriority revolving credit facility (the "DIP Facility").

REFERENCE TO DIP SECURITY AGREEMENT. This Mortgage is further executed and delivered in connection with, and supplements the security provided under, the DIP Security Agreement dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Security Agreement"), between the Mortgagor and the Collateral Agent.

REFERENCE TO CHAPTER 11 CASE. The Mortgagor is a debtor and debtor-in-possession in a case (the "Bankruptcy Case") commenced under Chapter 11 of Title 11, United States Code (the "Bankruptcy Code"), pending in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court"), Case No. 25-01147, before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.

REFERENCE TO DIP ORDERS. The Bankruptcy Court has entered or will enter: (i) that certain Interim Order Authorizing Debtor-in-Possession Financing, entered on or about May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Interim Order"); and (ii) that certain Final Order Authorizing Debtor-in-Possession Financing, targeted for entry on or about June 19, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Final Order" and, together with the Interim Order, the "DIP Orders").

AUTHORIZATION UNDER THE BANKRUPTCY CODE. This Mortgage is granted pursuant to Sections 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, as authorized by the DIP Orders.

RECITALS

A. The Borrower and Its Business. Greenfield Agricultural Partners LLC is a vertically integrated agricultural chemicals manufacturer and distributor engaged in the formulation, production, and distribution of crop protection products throughout the United States and select international markets. The Mortgagor owns and operates the Decatur Plant, a manufacturing facility located at 2200 Industrial Boulevard, Decatur, Illinois 62521 (the "Decatur Plant"), which is used in the production of herbicides, fungicides, adjuvants, and seed treatments. The Decatur Plant is one of three manufacturing facilities operated by the Mortgagor, the other two being located in Cedar Falls, Iowa and Jonesboro, Arkansas. The Decatur Plant is a critical component of the Mortgagor's manufacturing operations, and the continued operation thereof is essential to the Mortgagor's ability to generate revenue, service its obligations under the DIP Facility, and pursue its restructuring objectives in the Bankruptcy Case.

B. The Chapter 11 Case. On May 15, 2025 (the "Petition Date"), the Mortgagor filed a voluntary petition for relief under Chapter 11 of Title 11, United States Code, in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), which case is pending as Case No. 25-01147 (the "Bankruptcy Case"). The Mortgagor continues to manage its affairs and operate its business as a debtor and debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee, examiner with expanded powers, or similar fiduciary has been appointed in the Bankruptcy Case.

C. The DIP Credit Agreement. In order to fund its ongoing operations during the Chapter 11 Case and to finance costs associated with the administration of the Bankruptcy Case, the Mortgagor has entered into the DIP Credit Agreement with a syndicate of DIP Lenders led by Ironclad Capital Partners LP (commitment of one hundred million dollars ($100,000,000)), Ridgeline Opportunity Fund III LP (commitment of fifty million dollars ($50,000,000)), and Bramblewood Credit Advisors LLC (commitment of twenty-five million dollars ($25,000,000)), providing for an aggregate senior secured superpriority revolving credit facility of one hundred seventy-five million dollars ($175,000,000). The DIP Facility bears interest at the Secured Overnight Financing Rate ("SOFR") plus 850 basis points per annum, subject to a SOFR floor of 4.00%, resulting in an effective minimum all-in interest rate of 12.50% per annum. The DIP Credit Agreement provides for an initial interim draw of eighty million dollars ($80,000,000) upon entry of the Interim Order and subsequent final draw availability of ninety-five million dollars ($95,000,000) upon entry of the Final Order.

D. The DIP Orders. The Bankruptcy Court has entered, or is expected to enter, the Interim Order and the Final Order authorizing the Mortgagor to incur the DIP obligations and, among other things, granting the Collateral Agent, for the benefit of the Secured Parties: (i) superpriority administrative expense claims under Section 364(c)(1) of the Bankruptcy Code, having priority over all other administrative expense claims in the Bankruptcy Case (subject only to the Carve-Out, as defined in the DIP Credit Agreement); (ii) first-priority priming liens on all pre-petition collateral under Section 364(d) of the Bankruptcy Code; and (iii) first-priority liens on all previously unencumbered assets of the Mortgagor under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code. The DIP Orders further provide adequate protection to pre-petition secured creditors as set forth therein.

E. Purpose of Mortgage. This Mortgage is executed and delivered by the Mortgagor to the Collateral Agent pursuant to the terms and conditions of the DIP Credit Agreement and the DIP Security Agreement, for the purpose of securing the prompt and complete payment and performance of all Secured Obligations (as defined herein) by encumbering the Mortgaged Property (as defined herein). The Mortgaged Property consists of the Decatur Plant real property and all improvements, fixtures, and appurtenances thereto, together with all rents, leases, and profits derived therefrom. The execution and delivery of this Mortgage is a condition precedent to the obligation of the DIP Lenders to make loans and advances under the DIP Credit Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Mortgagor hereby agrees as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 — Definitions. As used in this Mortgage, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the DIP Credit Agreement.

"Administrative Agent" means Ironclad Capital Partners LP, in its capacity as administrative agent under the DIP Credit Agreement, together with its successors and assigns in such capacity.

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

"Bankruptcy Code" means Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as amended 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.

"Carve-Out" means the carve-out from the liens and superpriority claims of the Secured Parties, as defined in the DIP Credit Agreement and the DIP Orders, consisting of a post-trigger amount of three million dollars ($3,000,000) in the aggregate, comprising two million five hundred thousand dollars ($2,500,000) for allowed professional fees and expenses of estate professionals retained pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code, and five hundred thousand dollars ($500,000) for fees payable to the United States Trustee under 28 U.S.C. § 1930 and to the Clerk of the Bankruptcy Court.

"Closing Fee" means the fee equal to 2.00% of the aggregate DIP commitments, in the amount of three million five hundred thousand dollars ($3,500,000), payable as set forth in the DIP Credit Agreement.

"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, in its capacity as collateral agent for the benefit of the Secured Parties under the DIP Credit Agreement and the other DIP Loan Documents, together with its successors and assigns in such capacity.

"Default Rate" means SOFR plus 1,050 basis points (10.50%) per annum, as more particularly defined in the DIP Credit Agreement.

"DIP Credit Agreement" has the meaning set forth in the Preamble to this Mortgage.

"DIP Lenders" means, collectively, Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, and any other lender that becomes a party to the DIP Credit Agreement from time to time in accordance with the terms thereof.

"DIP Loan Documents" means, collectively, the DIP Credit Agreement, the DIP Security Agreement, this Mortgage, the DIP Notes, the Intercreditor Agreement, the Adequate Protection Stipulation, and all other agreements, instruments, documents, and certificates executed and delivered in connection therewith.

"DIP Notes" means the promissory notes, if any, issued by the Borrower pursuant to the DIP Credit Agreement.

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

"DIP Security Agreement" has the meaning set forth in the Preamble to this Mortgage.

"Event of Default" means any "Event of Default" as defined in Article VII of the DIP Credit Agreement, or any event or condition which, with the giving of notice, the passage of time, or both, would constitute such an Event of Default.

"Exit Fee" means the fee equal to 1.00% of the aggregate DIP commitments, in the amount of one million seven hundred fifty thousand dollars ($1,750,000), payable as set forth in the DIP Credit Agreement.

"Final Order" means the Final Order Authorizing Debtor-in-Possession Financing, to be entered by the Bankruptcy Court in the Bankruptcy Case on or about June 19, 2025, in form and substance acceptable to the Administrative Agent and the Required Lenders, authorizing the Borrower to borrow the full amount of the DIP Facility and granting the Secured Parties the liens and superpriority claims described therein.

"Fixtures" means all fixtures, equipment, apparatus, machinery, fittings, and appurtenances of every kind and nature now or hereafter attached to, located on, or used in connection with the Improvements or the Land, to the extent constituting "fixtures" under the Illinois Uniform Commercial Code (810 ILCS 5/) or under applicable Illinois real property law.

"Improvements" means all buildings, structures, manufacturing facilities, chemical processing plants, storage tanks, loading docks, warehouses, offices, and other improvements of every kind and nature now or hereafter erected, constructed, placed, or located on the Land, including all systems, machinery, and equipment constituting fixtures under Illinois law (765 ILCS 5/1 et seq.), together with all replacements, additions, and substitutions therefor.

"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of May 22, 2025, among the Administrative Agent, the Collateral Agent, and Prairie State Bank, N.A. (as pre-petition first lien agent), as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Interim Order" means the Interim Order Authorizing Debtor-in-Possession Financing, entered by the Bankruptcy Court in the Bankruptcy Case on or about May 22, 2025, in form and substance acceptable to the Administrative Agent and the Required Lenders.

"Land" means the real property situated in Macon County, State of Illinois, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral, and whether now existing or hereafter entered into) 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, and modifications thereof.

"Maturity Date" means the earliest to occur of: (a) May 15, 2026 (twelve (12) months from the Petition Date); (b) the effective date of a confirmed plan of reorganization in the Bankruptcy Case; (c) the date of consummation of a sale of substantially all of the assets of the Borrower pursuant to Section 363 of the Bankruptcy Code; and (d) the date of acceleration of the Secured Obligations following the occurrence of an Event of Default.

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

"Permitted Encumbrances" means the encumbrances, liens, restrictions, easements, and other title exceptions set forth on Exhibit B attached hereto and incorporated herein by this reference.

"Petition Date" means May 15, 2025, the date on which the Mortgagor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code.

"Rents" means all rents, issues, profits, revenues, royalties, income, proceeds, and other benefits of every kind and nature now or hereafter due, payable, or accruing from or in connection with the Mortgaged Property, including all payments under Leases, license fees, proceeds of use and occupancy, and all other sums payable by any tenant, licensee, or other occupant of any portion of the Mortgaged Property.

"Required Lenders" has the meaning assigned to such term in the DIP Credit Agreement.

"Secured Obligations" means all present and future indebtedness, obligations, and liabilities of the Borrower arising under or in connection with the DIP Credit Agreement, the DIP Notes (if any), the DIP Security Agreement, this Mortgage, and all other DIP Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, including, without limitation: (a) all principal amounts outstanding under the DIP Credit Agreement (up to $175,000,000 in the aggregate); (b) all interest thereon (including interest accruing at the contract rate and, upon the occurrence and during the continuance of an Event of Default, at the Default Rate, and including post-petition interest at the contract rate and Default Rate to the extent allowed under Section 506(b) of the Bankruptcy Code or pursuant to the DIP Orders); (c) the Closing Fee; (d) the Exit Fee; (e) the unused line fee of 0.50% per annum on undrawn commitments; (f) all costs of collection, enforcement, preservation, and protection of the Collateral Agent's rights, including reasonable attorneys' fees and disbursements; (g) all indemnification obligations owing by the Borrower to any Secured Party under the DIP Loan Documents; and (h) all other amounts payable by the Borrower under or in connection with the DIP Loan Documents.

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

"Unused Line Fee" means 0.50% per annum on the daily average undrawn balance of the DIP commitments, calculated and payable as set forth in the DIP Credit Agreement.

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

(b) References to any Illinois statutory provision shall be deemed to include such provision as amended, modified, supplemented, or replaced from time to time, and any successor provision thereto.

(c) The words "herein," "hereof," "hereto," "hereunder," and words of similar import shall refer to this Mortgage as a whole and not to any particular Article, Section, or provision hereof.

(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(e) References to any person shall include such person's successors and permitted assigns.

(f) The section headings contained in this Mortgage are for convenience of reference only and shall not affect the meaning or interpretation of this Mortgage.

(g) References to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

Section 1.3 — Exhibits. The following exhibits are attached to and incorporated in this Mortgage by this reference:

Exhibit A: Legal Description of the Land (Decatur Plant parcel in Macon County, Illinois)

Exhibit B: Permitted Encumbrances / Title Exceptions

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 prompt and complete payment and performance of all Secured Obligations, the Mortgagor hereby irrevocably mortgages, grants, bargains, sells, conveys, assigns, transfers, pledges, and hypothecates to the Mortgagee, with power of sale (to the extent permitted by the laws of the State of Illinois), and grants a security interest in and to all of the Mortgagor's right, title, and interest in and to the property described in Sections 2.2 through 2.10 below (collectively, the "Mortgaged Property"):

Section 2.2 — The Land. All that certain parcel or parcels of real property situated in Macon County, State of Illinois, commonly known as 2200 Industrial Boulevard, Decatur, Illinois 62521, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all of the Mortgagor's right, title, and interest in and to: (a) all streets, roads, alleys, and public ways adjacent to or abutting the Land; (b) all strips and gores within or adjacent to the Land; (c) all rights-of-way, privileges, liberties, tenements, hereditaments, and appurtenances belonging or in any way appertaining to the Land; and (d) all right, title, and interest of the Mortgagor in and to any land lying in the bed of any street, road, or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof.

Section 2.3 — The Improvements. All buildings, structures, manufacturing facilities, chemical processing plants, storage tanks, loading docks, warehouses, offices, laboratories, rail sidings, utility infrastructure, and other improvements of every kind and nature now erected or hereafter erected, constructed, placed, or situated on the Land (collectively, the "Improvements"), including, without limitation, all additions, replacements, substitutions, and alterations thereto, together with all systems, machinery, and equipment constituting fixtures under Illinois law (765 ILCS 5/1 et seq.) and under the Illinois Uniform Commercial Code (810 ILCS 5/).

Section 2.4 — Fixtures and Equipment. All fixtures, equipment, apparatus, machinery, fittings, and appurtenances of every kind and nature whatsoever now or hereafter attached to, located on, or used in connection with the Improvements or the Land, to the extent constituting fixtures under applicable Illinois law (including 810 ILCS 5/9-102 and 810 ILCS 5/9-334), including, without limitation: heating, ventilating, and air conditioning systems and equipment; electrical wiring, conduit, panels, switches, generators, and transformers; plumbing systems and equipment; fire suppression, detection, and alarm systems; security systems; elevators and escalators; chemical processing equipment, including reactors, distillation columns, heat exchangers, compressors, pumps, and centrifuges; manufacturing and production lines; storage tanks and containment systems; loading and unloading equipment; communications systems and data cabling; and all replacements, renewals, and additions thereto, together with all permits, licenses, and approvals relating thereto.

Section 2.5 — Easements, Rights, and Appurtenances. All easements, licenses, rights-of-way, water rights, riparian rights, mineral rights, air rights, development rights, and other rights, privileges, and appurtenances now or hereafter benefiting, belonging to, or in any way appertaining to the Land or the Improvements, including, without limitation, all rights to the use of common areas, driveways, parking areas, and recreational facilities, and all right, title, and interest of the Mortgagor in and to any awards heretofore or hereafter made for the vacation of any streets, roads, or alleys adjacent to or abutting the Land.

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

Section 2.7 — Leases. All of the Mortgagor's right, title, and interest as landlord, lessor, or licensor under all present and future Leases affecting all or any portion of the Mortgaged Property, together with all guarantees, sureties, security deposits, letters of credit, and other credit support and credit enhancements held by the Mortgagor in connection with any such Lease, and together with all of the Mortgagor's rights and remedies under or in connection with any such Lease, including the right to receive rents and other payments thereunder, the right to enforce the obligations of tenants and other parties thereunder, and the right to exercise all options and elections thereunder.

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

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

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

Section 2.11 — Habendum. TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, and appurtenances thereto belonging or in any way appertaining, unto the Mortgagee and its successors and assigns, for the benefit of the Secured Parties, forever, subject to the terms and conditions of this Mortgage, the DIP Credit Agreement, the other DIP Loan Documents, and the DIP Orders, until the Secured Obligations are indefeasibly paid and performed in full and the DIP Credit Agreement is terminated in accordance with its terms, at which time this Mortgage shall become null and void and shall be released and reconveyed in accordance with Section 12.8 hereof.

ARTICLE III

SECURED OBLIGATIONS

Section 3.1 — Obligations Secured. This Mortgage secures the prompt and complete payment and performance of all Secured Obligations, including, without limitation, the following:

(a) All principal amounts outstanding under the DIP Credit Agreement, up to an aggregate principal amount of one hundred seventy-five million dollars ($175,000,000);

(b) All interest accruing on such principal amounts at the rate of SOFR plus 850 basis points per annum (with a SOFR floor of 4.00%, resulting in an effective minimum all-in interest rate of 12.50% per annum), and, upon the occurrence and during the continuance of an Event of Default, at the Default Rate of SOFR plus 1,050 basis points per annum, including all post-petition interest to the extent allowed under Section 506(b) of the Bankruptcy Code or pursuant to the DIP Orders;

(c) The Closing Fee of three million five hundred thousand dollars ($3,500,000), representing 2.00% of the aggregate DIP commitments of $175,000,000;

(d) The Exit Fee of one million seven hundred fifty thousand dollars ($1,750,000), representing 1.00% of the aggregate DIP commitments of $175,000,000;

(e) The Unused Line Fee of 0.50% per annum calculated on the daily average undrawn balance of the DIP commitments;

(f) All costs and expenses of collection, enforcement, preservation, and protection of the Collateral Agent's rights under this Mortgage, the DIP Credit Agreement, and the other DIP Loan Documents, including, without limitation, reasonable attorneys' fees and disbursements, appraisal fees, title insurance premiums, recording charges, and environmental assessment costs;

(g) All indemnification obligations owing by the Borrower to any Secured Party under the DIP Loan Documents; and

(h) All other amounts, obligations, and liabilities of the Borrower, whether now existing or hereafter arising, payable under or in connection with the DIP Credit Agreement, the DIP Security Agreement, this Mortgage, and all other DIP Loan Documents.

Section 3.2 — Superpriority and Priming Lien Status. The lien of this Mortgage constitutes a first-priority priming lien on the Mortgaged Property under Section 364(d) of the Bankruptcy Code, priming all pre-petition liens and security interests on the Mortgaged Property, including, without limitation, those in favor of Prairie State Bank, N.A., in its capacity as pre-petition first lien agent under that certain Pre-Petition Credit Agreement dated as of September 12, 2021 (as amended). The lien of this Mortgage is also a first-priority lien on any previously unencumbered interest of the Mortgagor in the Mortgaged Property under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code. The lien of this Mortgage is senior in priority to all other liens and encumbrances on the Mortgaged Property, subject only to: (i) the Carve-Out, as defined in the DIP Credit Agreement and the DIP Orders (consisting of a post-trigger amount of $3,000,000 in the aggregate, comprising $2,500,000 for allowed fees and expenses of estate professionals and $500,000 for fees of the United States Trustee); and (ii) the Permitted Encumbrances set forth in Exhibit B hereto.

Section 3.3 — Adequate Protection of Pre-Petition Liens. The parties hereto acknowledge that, pursuant to the Adequate Protection Stipulation entered into in connection with the DIP Credit Agreement and as approved by the DIP Orders, Prairie State Bank, N.A., in its capacity as pre-petition first lien agent, holds: (a) replacement liens on the Mortgaged Property, which replacement liens are junior in priority to the liens securing the DIP Facility and the Carve-Out; and (b) a superpriority administrative expense claim under Section 507(b) of the Bankruptcy Code, which claim is junior in priority to the superpriority administrative expense claims of the Secured Parties under the DIP Facility and the Carve-Out. The foregoing adequate protection arrangements are as set forth in the Adequate Protection Stipulation and the DIP Orders, and nothing in this Mortgage shall be construed to modify, expand, or limit the adequate protection provided to Prairie State Bank, N.A. thereunder.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE MORTGAGOR

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

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

(b) The Mortgagor is an Iowa limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Mortgagor is duly qualified and authorized to transact business and is in good standing in the State of Illinois. The Mortgagor has full limited liability company power and authority to own, lease, and operate the Mortgaged Property and to execute, deliver, and perform its obligations under this Mortgage, subject to the authority granted by the DIP Orders and applicable provisions of the Bankruptcy Code.

(c) The execution, delivery, and performance of this Mortgage by the Mortgagor have been duly authorized by all necessary limited liability company action on the part of the Mortgagor, and no further consent, approval, or authorization of any person or entity (including any member, manager, or other equity holder of the Mortgagor) is required in connection therewith, other than such authorizations as have been obtained pursuant to the DIP Orders.

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

Section 4.3 — No Conflicting Liens or Encumbrances. Except for the Permitted Encumbrances, the Mortgaged Property is free and clear of all liens, claims, encumbrances, charges, security interests, mortgages, deeds of trust, and other interests of every kind and nature, other than the pre-petition liens of Prairie State Bank, N.A. (as pre-petition first lien agent), which pre-petition liens are being primed pursuant to Section 364(d) of the Bankruptcy Code and the DIP Orders. The Mortgagor has not executed, and there is not outstanding, any assignment, pledge, mortgage, or other conveyance of, or any agreement to assign, pledge, mortgage, or otherwise convey, any interest in the Mortgaged Property, other than this Mortgage, the DIP Security Agreement, and the pre-petition security interests of Prairie State Bank, N.A.

Section 4.4 — No Violation. The execution, delivery, and performance of this Mortgage by the Mortgagor do not and will not: (a) violate any provision of the Mortgagor's organizational documents (including its certificate of organization and operating agreement); (b) violate any order, judgment, injunction, decree, or award of any court, governmental body, or arbitral tribunal to which the Mortgagor or the Mortgaged Property is subject (except as authorized by the DIP Orders and the Bankruptcy Code); (c) conflict with or result in a breach of, or constitute a default under, any material agreement, indenture, or instrument to which the Mortgagor is a party or by which the Mortgagor or the Mortgaged Property is bound (except as authorized by the DIP Orders and the Bankruptcy Code); or (d) result in the creation or imposition of any lien on the Mortgaged Property, other than the lien created by this Mortgage and the liens authorized by the DIP Orders.

Section 4.5 — Compliance with Laws. The Mortgaged Property and the use and operation thereof comply in all material respects with all applicable zoning, building, environmental, health, safety, and land use laws, ordinances, rules, and regulations of all governmental authorities having jurisdiction thereover. All material governmental permits, licenses, certificates, and approvals required for the ownership, use, operation, and occupancy of the Mortgaged Property have been obtained and are in full force and effect. The Mortgagor has not received any notice of violation, order to comply, or threat of revocation with respect to any such permit, license, certificate, or approval from any governmental authority relating to the Decatur Plant. The Mortgagor acknowledges and discloses that the delayed re-registration by the United States Environmental Protection Agency of ClearGuard XR herbicide, a product manufactured at certain of the Mortgagor's facilities, is an operational matter affecting the Mortgagor's business generally; however, such matter does not affect the real property compliance representations made herein with respect to the Decatur Plant specifically.

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

Section 4.7 — Taxes and Assessments. All real property taxes, special assessments, and governmental charges currently due and payable with respect to the Mortgaged Property for all fiscal years prior to the fiscal year in which the Petition Date occurs have been paid in full, or adequate reserves have been established for the payment thereof. With respect to taxes and assessments accruing after the Petition Date, the Mortgagor has complied or will comply with its obligations under the DIP Credit Agreement, the DIP Orders, and applicable provisions of the Bankruptcy Code, including the automatic stay provisions of Section 362 of the Bankruptcy Code.

Section 4.8 — Environmental. (a) To the Mortgagor's knowledge, after due inquiry, there are no environmental conditions existing at, on, under, or emanating from the Decatur Plant that would reasonably be expected to give rise to material environmental liability under any applicable federal, state, or local environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., or the Illinois Environmental Protection Act, 415 ILCS 5/1 et seq.

(b) The Mortgagor is in material compliance with all applicable environmental laws, regulations, permits, and orders at the Decatur Plant. The Mortgagor maintains all environmental permits required for the operation of the Decatur Plant.

(c) The Mortgagor has not received any notices of violation, orders to comply, cleanup orders, consent decrees, or other enforcement actions from the Illinois Environmental Protection Agency, the United States Environmental Protection Agency, or any other governmental authority with respect to the Decatur Plant.

(d) There are no underground storage tanks located on the Decatur Plant property that are not in compliance with applicable regulations, and, to the Mortgagor's knowledge, there are no abandoned underground storage tanks on the Decatur Plant property.

Section 4.9 — Insurance. The Mortgaged Property is insured against fire, hazard, and other casualties in amounts and with coverage, deductibles, and carriers consistent with the requirements of the DIP Credit Agreement. All insurance premiums currently due and payable have been paid. For completeness, the Mortgagor notes that it maintains directors' and officers' liability coverage with Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821, with an aggregate limit of $15,000,000); however, such D&O coverage is distinct from and supplementary to the property, casualty, and liability insurance maintained with respect to the Mortgaged Property.

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

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

ARTICLE V

COVENANTS OF THE MORTGAGOR

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

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

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

(b) The Mortgagor shall not, without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the DIP Credit Agreement): (i) remove, demolish, or materially alter any Improvement, fixture, or other component of the Mortgaged Property; (ii) construct any new building, structure, or improvement on the Land; or (iii) remove any fixtures, equipment, or other personal property from the Decatur Plant, except for removals in the ordinary course of business (including removals for repair, replacement, or upgrading) that do not materially diminish the value or utility of the Mortgaged Property.

(c) The Mortgagor shall not commit or permit waste with respect to the Mortgaged Property or take any action that would materially impair the value or the usefulness of the Mortgaged Property for its intended purpose.

Section 5.3 — Insurance. (a) The Mortgagor shall maintain at all times during the term of this Mortgage the following insurance coverage with respect to the Mortgaged Property, in such amounts, with such deductibles, and with such insurance carriers as are required by the DIP Credit Agreement:

(i) Property insurance on an all-risk or special form basis, covering the Improvements and all fixtures located on the Mortgaged Property, for full replacement cost (without co-insurance), including coverage for fire, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft, vehicles, smoke, and such other risks as are customarily covered by all-risk or special form property insurance policies for manufacturing facilities of the type and nature of the Decatur Plant;

(ii) Commercial general liability insurance, including premises and operations, products and completed operations, contractual liability, and personal and advertising injury liability coverage, with limits of liability of not less than the amounts specified in the DIP Credit Agreement;

(iii) Business interruption insurance covering loss of income and extra expense resulting from damage to or destruction of the Improvements, in amounts sufficient to cover a period of not less than twelve (12) months of projected revenue and operating expenses attributable to the Decatur Plant;

(iv) Flood insurance, to the extent that any portion of the Mortgaged Property is located in a special flood hazard area as designated by the Federal Emergency Management Agency ("FEMA"), in the maximum amount available under the National Flood Insurance Program or such greater amount as the Collateral Agent may require; and

(v) Such other insurance (including pollution liability insurance, workers' compensation insurance, and umbrella or excess liability insurance) as the Collateral Agent may reasonably require from time to time.

(b) All property insurance policies maintained pursuant to this Section 5.3 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. All liability insurance policies shall name the Collateral Agent as an additional insured.

(c) The Mortgagor shall deliver to the Collateral Agent certificates of insurance, certified copies of policies, and evidence of payment of premiums within the timeframes specified in the DIP Credit Agreement, and shall promptly notify the Collateral Agent of any cancellation, non-renewal, or material modification of any insurance policy.

(d) The Mortgagor shall not carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section 5.3 unless the Collateral Agent is included therein as mortgagee and loss payee.

Section 5.4 — Taxes and Assessments. The Mortgagor shall pay, or cause to be paid, before any penalty or interest accrues thereon, all real property taxes, special assessments, water and sewer charges, and all other governmental levies, charges, and impositions of every kind and nature assessed, levied, or imposed upon or with respect to the Mortgaged Property, as and when the same shall become due and payable, subject to the automatic stay provisions of Section 362 of the Bankruptcy Code and the terms and conditions of the DIP Orders. The Mortgagor shall promptly furnish to the Collateral Agent evidence of payment of such taxes, assessments, and charges upon request. The Mortgagor shall have the right to contest in good faith the validity or amount of any such tax, assessment, or charge by appropriate proceedings, provided that: (i) such contest is conducted in compliance with the DIP Credit Agreement and the DIP Orders; (ii) the Mortgagor has established adequate reserves in accordance with GAAP for the payment thereof; and (iii) such contest does not subject the Mortgaged Property to any material risk of forfeiture or sale.

Section 5.5 — Compliance with Laws. The Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, orders, judgments, decrees, and requirements of all governmental authorities having jurisdiction over the Mortgaged Property or the use, operation, or occupancy thereof, including, without limitation: (a) all environmental laws, including CERCLA (42 U.S.C. §§ 9601 et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), and the Illinois Environmental Protection Act (415 ILCS 5/1 et seq.); (b) all zoning, building, and land use laws and regulations; (c) all health and safety laws and regulations, including the Occupational Safety and Health Act; and (d) all other laws and regulations applicable to the manufacturing, storage, handling, and distribution of agricultural chemicals and related products at the Decatur Plant. The Mortgagor shall promptly notify the Collateral Agent of any material violation of or non-compliance with any such law, regulation, or requirement.

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

(b) The Mortgagor shall immediately notify the Collateral Agent in writing upon the Mortgagor's becoming aware of: (i) any release or threatened release of any hazardous substance on, at, from, or under the Mortgaged Property that is required to be reported to any governmental authority; (ii) any environmental claim, action, suit, proceeding, or investigation commenced or threatened against the Mortgagor or the Mortgaged Property by any governmental authority or any other person; (iii) any notice of violation, order to comply, cleanup order, consent decree, or other enforcement action issued by any governmental authority relating to the Mortgaged Property; or (iv) any condition on the Mortgaged Property that would reasonably be expected to give rise to material environmental liability.

(c) The Mortgagor shall maintain all environmental permits required for the operation of the Decatur Plant and shall not allow any such permit to lapse, expire, or be revoked without obtaining a replacement permit or otherwise complying with applicable environmental laws.

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

(b) The Collateral Agent shall be entitled to participate in any condemnation or eminent domain proceeding and to be represented by counsel of its own selection at the Mortgagor's expense (to the extent such expense constitutes a Secured Obligation). The Mortgagor shall not settle, compromise, or consent to any condemnation award or taking without the prior written consent of the Collateral Agent.

(c) All condemnation proceeds and awards shall be paid directly to the Collateral Agent and shall be applied, at the Collateral Agent's sole election (subject to the DIP Orders): (i) to the restoration and repair of the Mortgaged Property; or (ii) to the payment and reduction of the Secured Obligations in such order and manner as the Collateral Agent shall determine in its sole discretion. If the Collateral Agent elects to make condemnation proceeds available for restoration, such proceeds shall be disbursed in the manner and subject to the conditions set forth in the DIP Credit Agreement.

Section 5.8 — Leases and Tenancies. (a) The Mortgagor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), enter into, execute, amend, modify, supplement, extend, renew, terminate, cancel, or accept a surrender of any Lease affecting the Mortgaged Property, except: (i) in the ordinary course of business consistent with the DIP Budget (as defined in the DIP Credit Agreement); and (ii) as may be authorized by the DIP Orders or an order of the Bankruptcy Court.

(b) All Leases entered into after the date hereof shall be subordinate to the lien of this Mortgage and shall contain such provisions as the Collateral Agent may reasonably require, including an agreement by the tenant to attorn to the Collateral Agent or any purchaser at a foreclosure sale.

(c) The Mortgagor shall perform and comply with all material obligations of the landlord or licensor under each Lease and shall enforce the obligations of the tenants and other parties thereunder in a commercially reasonable manner. The Mortgagor shall not collect any rent more than one (1) month in advance without the prior written consent of the Collateral Agent.

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

Section 5.10 — Financial Covenants and Reporting. (a) The Mortgagor shall comply with all financial covenants set forth in the DIP Credit Agreement, including, without limitation: (i) the maintenance at all times of minimum liquidity of fifteen million dollars ($15,000,000), measured as the sum of unrestricted cash and cash equivalents plus availability under the DIP Facility; (ii) a maximum cumulative variance to budget of 15% (measured on a rolling four (4)-week basis, tested weekly), pursuant to which actual aggregate disbursements of the Mortgagor during any rolling four-week period shall not exceed budgeted disbursements for such period by more than 15%; and (iii) a minimum consolidated EBITDA (as defined in the DIP Credit Agreement) of negative five million dollars (-$5,000,000) for any rolling four (4)-week period.

(b) The Mortgagor shall deliver to the Collateral Agent such financial and operational reports as are required by the DIP Credit Agreement, including, without limitation, monthly property condition reports describing the status, condition, and operations of the Decatur Plant, any material changes in occupancy, tenancy, or use of the Mortgaged Property, and any material casualty, condemnation, or environmental event affecting the Mortgaged Property.

Section 5.11 — Access and Inspection. The Collateral Agent and its agents, representatives, consultants, and contractors (including Bellwether Valuation Services Inc.) shall have the right, at reasonable times and upon reasonable prior notice to the Mortgagor (which notice shall not be less than two (2) business days), to enter upon, inspect, survey, photograph, appraise, and examine the Mortgaged Property and all books, records, and documents relating thereto, and to make copies and extracts therefrom; provided, however, that during the continuance of an Event of Default, the Collateral Agent and its agents shall have the right to enter upon, inspect, and examine the Mortgaged Property at any time and without prior notice to the Mortgagor. All reasonable costs and expenses incurred by the Collateral Agent in connection with any such inspection, appraisal, or examination shall be payable by the Mortgagor and shall constitute Secured Obligations hereunder. The Mortgagor shall cooperate fully with the Collateral Agent and its agents in connection with any such inspection or examination.

Section 5.12 — Protection of Security. The Mortgagor shall, at the Mortgagor's sole cost and expense, execute and deliver to the Collateral Agent all supplemental instruments, agreements, financing statements, continuation statements, certificates, affidavits, and other documents and filings as the Collateral Agent may from time to time reasonably request to maintain, protect, perfect, and preserve the lien and security interest of this Mortgage and the priority thereof, including, without limitation: (a) UCC financing statements and amendments covering the Fixtures and any other personal property or fixtures subject to this Mortgage; (b) any amendments, modifications, or supplements to this Mortgage; and (c) any documents required for the recording or filing of this Mortgage or any related instrument in any office or jurisdiction.

ARTICLE VI

ASSIGNMENT OF LEASES AND RENTS

Section 6.1 — Absolute Assignment. The Mortgagor hereby absolutely and unconditionally assigns, transfers, and sets over to the Collateral Agent, for the benefit of the Secured Parties, all of the Mortgagor's right, title, and interest in and to: (a) all Leases now or hereafter affecting all or any portion of the Mortgaged Property; and (b) all Rents, issues, profits, revenues, royalties, income, and other benefits of every kind and nature now or hereafter due, payable, or accruing from or in connection with the Mortgaged Property (collectively, the "Assigned Rents and Leases"). This assignment is an absolute and present assignment of the Assigned Rents and Leases, and not merely an assignment for additional security or as collateral security for the Secured Obligations. The foregoing assignment shall be fully effective immediately upon execution and delivery of this Mortgage, without any further act or deed on the part of the Mortgagor, subject only to the revocable license granted to the Mortgagor in Section 6.2 hereof. This assignment is made pursuant to and in accordance with 765 ILCS 5/31.5 (the Illinois Assignment of Rents Act) and applicable common law.

Section 6.2 — License to Collect Rents. Notwithstanding the absolute assignment set forth in Section 6.1 hereof, so long as no Event of Default has occurred and is continuing, the Mortgagor shall have a revocable license from the Collateral Agent to collect, receive, and apply all Rents from the Mortgaged Property in the ordinary course of business and to retain and use such Rents for the following purposes and in the following order of priority: (a) payment of the costs of operation, management, and maintenance of the Mortgaged Property; (b) payment of real property taxes, assessments, and insurance premiums relating to the Mortgaged Property; and (c) payment of the Secured Obligations in accordance with the terms of the DIP Credit Agreement and the other DIP Loan Documents. The license granted in this Section 6.2 is revocable by the Collateral Agent, and shall be automatically and immediately revoked, without notice to or demand upon the Mortgagor, upon the occurrence and during the continuance of an Event of Default. Upon such revocation, the Mortgagor's right to collect, receive, and apply Rents shall terminate, and the Collateral Agent shall be entitled to exercise all rights set forth in Section 6.3 hereof.

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

(a) To enter upon and take possession of the Mortgaged Property, or any portion thereof, and to manage, operate, and control the same, either directly or through agents, contractors, or a receiver;

(b) To collect all Rents directly from tenants, subtenants, licensees, and other occupants of the Mortgaged Property, and to give notice to any such tenant, subtenant, licensee, or other occupant directing that all Rents thereafter be paid directly to the Collateral Agent;

(c) To apply all Rents so collected, after deduction of all reasonable costs and expenses incurred in connection with the collection thereof (including attorneys' fees, management fees, and costs of repairs and maintenance), to the payment of the Secured Obligations in such order and manner as the Collateral Agent shall determine;

(d) To exercise all rights, powers, and remedies of the Mortgagor as landlord or licensor under the Leases, including the right to enforce the obligations of tenants and other parties thereunder, to exercise all options and elections thereunder, and to terminate any Lease in accordance with its terms; and

(e) To take any and all other actions as the Collateral Agent may deem necessary or desirable to protect and preserve the Mortgaged Property and the Rents derived therefrom.

The exercise by the Collateral Agent of any of the foregoing rights shall not be deemed to make the Collateral Agent a mortgagee in possession of the Mortgaged Property, nor shall it obl

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
Prepared by and upon recording return to:
Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022
Attention: Gabrielle Moss
Property Address: 2200 Industrial Boulevard, Decatur, IL 62521
Mortgagor: Greenfield Agricultural Partners LLC, an Iowa limited liability company
Mortgagee: Meridian Trust Company, a New York-chartered trust company, as Collateral Agent
County: Macon County, Illinois
PIN / Tax Parcel Number: [To be inserted — placeholder for Macon County parcel identification number]
Cross-Reference: This Mortgage secures obligations under that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of May 22, 2025
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 "Effective Date"), 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 (the "Mortgagor" or "Borrower"),
and
MERIDIAN TRUST COMPANY, a New York-chartered trust company, with offices 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").
REFERENCE TO DIP CREDIT AGREEMENT. This Mortgage is executed and delivered pursuant to, and secures obligations arising under, 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 Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, the Collateral Agent, and the Lenders party thereto from time to time (including Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC), providing for a one hundred seventy-five million dollar ($175,000,000) senior secured superpriority revolving credit facility (the "DIP Facility").
REFERENCE TO DIP SECURITY AGREEMENT. This Mortgage is further executed and delivered in connection with, and supplements the security provided under, the DIP Security Agreement dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Security Agreement"), between the Mortgagor and the Collateral Agent.
REFERENCE TO CHAPTER 11 CASE. The Mortgagor is a debtor and debtor-in-possession in a case (the "Bankruptcy Case") commenced under Chapter 11 of Title 11, United States Code (the "Bankruptcy Code"), pending in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court"), Case No. 25-01147, before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.
REFERENCE TO DIP ORDERS. The Bankruptcy Court has entered or will enter: (i) that certain Interim Order Authorizing Debtor-in-Possession Financing, entered on or about May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Interim Order"); and (ii) that certain Final Order Authorizing Debtor-in-Possession Financing, targeted for entry on or about June 19, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Final Order" and, together with the Interim Order, the "DIP Orders").
AUTHORIZATION UNDER THE BANKRUPTCY CODE. This Mortgage is granted pursuant to Sections 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, as authorized by the DIP Orders.
RECITALS
A. The Borrower and Its Business. Greenfield Agricultural Partners LLC is a vertically integrated agricultural chemicals manufacturer and distributor engaged in the formulation, production, and distribution of crop protection products throughout the United States and select international markets. The Mortgagor owns and operates the Decatur Plant, a manufacturing facility located at 2200 Industrial Boulevard, Decatur, Illinois 62521 (the "Decatur Plant"), which is used in the production of herbicides, fungicides, adjuvants, and seed treatments. The Decatur Plant is one of three manufacturing facilities operated by the Mortgagor, the other two being located in Cedar Falls, Iowa and Jonesboro, Arkansas. The Decatur Plant is a critical component of the Mortgagor's manufacturing operations, and the continued operation thereof is essential to the Mortgagor's ability to generate revenue, service its obligations under the DIP Facility, and pursue its restructuring objectives in the Bankruptcy Case.
B. The Chapter 11 Case. On May 15, 2025 (the "Petition Date"), the Mortgagor filed a voluntary petition for relief under Chapter 11 of Title 11, United States Code, in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), which case is pending as Case No. 25-01147 (the "Bankruptcy Case"). The Mortgagor continues to manage its affairs and operate its business as a debtor and debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee, examiner with expanded powers, or similar fiduciary has been appointed in the Bankruptcy Case.
C. The DIP Credit Agreement. In order to fund its ongoing operations during the Chapter 11 Case and to finance costs associated with the administration of the Bankruptcy Case, the Mortgagor has entered into the DIP Credit Agreement with a syndicate of DIP Lenders led by Ironclad Capital Partners LP (commitment of one hundred million dollars ($100,000,000)), Ridgeline Opportunity Fund III LP (commitment of fifty million dollars ($50,000,000)), and Bramblewood Credit Advisors LLC (commitment of twenty-five million dollars ($25,000,000)), providing for an aggregate senior secured superpriority revolving credit facility of one hundred seventy-five million dollars ($175,000,000). The DIP Facility bears interest at the Secured Overnight Financing Rate ("SOFR") plus 850 basis points per annum, subject to a SOFR floor of 4.00%, resulting in an effective minimum all-in interest rate of 12.50% per annum. The DIP Credit Agreement provides for an initial interim draw of eighty million dollars ($80,000,000) upon entry of the Interim Order and subsequent final draw availability of ninety-five million dollars ($95,000,000) upon entry of the Final Order.
D. The DIP Orders. The Bankruptcy Court has entered, or is expected to enter, the Interim Order and the Final Order authorizing the Mortgagor to incur the DIP obligations and, among other things, granting the Collateral Agent, for the benefit of the Secured Parties: (i) superpriority administrative expense claims under Section 364(c)(1) of the Bankruptcy Code, having priority over all other administrative expense claims in the Bankruptcy Case (subject only to the Carve-Out, as defined in the DIP Credit Agreement); (ii) first-priority priming liens on all pre-petition collateral under Section 364(d) of the Bankruptcy Code; and (iii) first-priority liens on all previously unencumbered assets of the Mortgagor under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code. The DIP Orders further provide adequate protection to pre-petition secured creditors as set forth therein.
E. Purpose of Mortgage. This Mortgage is executed and delivered by the Mortgagor to the Collateral Agent pursuant to the terms and conditions of the DIP Credit Agreement and the DIP Security Agreement, for the purpose of securing the prompt and complete payment and performance of all Secured Obligations (as defined herein) by encumbering the Mortgaged Property (as defined herein). The Mortgaged Property consists of the Decatur Plant real property and all improvements, fixtures, and appurtenances thereto, together with all rents, leases, and profits derived therefrom. The execution and delivery of this Mortgage is a condition precedent to the obligation of the DIP Lenders to make loans and advances under the DIP Credit Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Mortgagor hereby agrees as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1 — Definitions. As used in this Mortgage, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the DIP Credit Agreement.
"Administrative Agent" means Ironclad Capital Partners LP, in its capacity as administrative agent under the DIP Credit Agreement, together with its successors and assigns in such capacity.
"Bankruptcy Case" means the case commenced by the Mortgagor under Chapter 11 of the Bankruptcy Code, pending in the Bankruptcy Court as Case No. 25-01147.
"Bankruptcy Code" means Title 11, United States Code, 11 U.S.C. §§ 101 et seq., as amended 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.
"Carve-Out" means the carve-out from the liens and superpriority claims of the Secured Parties, as defined in the DIP Credit Agreement and the DIP Orders, consisting of a post-trigger amount of three million dollars ($3,000,000) in the aggregate, comprising two million five hundred thousand dollars ($2,500,000) for allowed professional fees and expenses of estate professionals retained pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code, and five hundred thousand dollars ($500,000) for fees payable to the United States Trustee under 28 U.S.C. § 1930 and to the Clerk of the Bankruptcy Court.
"Closing Fee" means the fee equal to 2.00% of the aggregate DIP commitments, in the amount of three million five hundred thousand dollars ($3,500,000), payable as set forth in the DIP Credit Agreement.
"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, in its capacity as collateral agent for the benefit of the Secured Parties under the DIP Credit Agreement and the other DIP Loan Documents, together with its successors and assigns in such capacity.
"Default Rate" means SOFR plus 1,050 basis points (10.50%) per annum, as more particularly defined in the DIP Credit Agreement.
"DIP Credit Agreement" has the meaning set forth in the Preamble to this Mortgage.
"DIP Lenders" means, collectively, Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, and any other lender that becomes a party to the DIP Credit Agreement from time to time in accordance with the terms thereof.
"DIP Loan Documents" means, collectively, the DIP Credit Agreement, the DIP Security Agreement, this Mortgage, the DIP Notes, the Intercreditor Agreement, the Adequate Protection Stipulation, and all other agreements, instruments, documents, and certificates executed and delivered in connection therewith.
"DIP Notes" means the promissory notes, if any, issued by the Borrower pursuant to the DIP Credit Agreement.
"DIP Orders" means, collectively, the Interim Order and the Final Order, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"DIP Security Agreement" has the meaning set forth in the Preamble to this Mortgage.
"Event of Default" means any "Event of Default" as defined in Article VII of the DIP Credit Agreement, or any event or condition which, with the giving of notice, the passage of time, or both, would constitute such an Event of Default.
"Exit Fee" means the fee equal to 1.00% of the aggregate DIP commitments, in the amount of one million seven hundred fifty thousand dollars ($1,750,000), payable as set forth in the DIP Credit Agreement.
"Final Order" means the Final Order Authorizing Debtor-in-Possession Financing, to be entered by the Bankruptcy Court in the Bankruptcy Case on or about June 19, 2025, in form and substance acceptable to the Administrative Agent and the Required Lenders, authorizing the Borrower to borrow the full amount of the DIP Facility and granting the Secured Parties the liens and superpriority claims described therein.
"Fixtures" means all fixtures, equipment, apparatus, machinery, fittings, and appurtenances of every kind and nature now or hereafter attached to, located on, or used in connection with the Improvements or the Land, to the extent constituting "fixtures" under the Illinois Uniform Commercial Code (810 ILCS 5/) or under applicable Illinois real property law.
"Improvements" means all buildings, structures, manufacturing facilities, chemical processing plants, storage tanks, loading docks, warehouses, offices, and other improvements of every kind and nature now or hereafter erected, constructed, placed, or located on the Land, including all systems, machinery, and equipment constituting fixtures under Illinois law (765 ILCS 5/1 et seq.), together with all replacements, additions, and substitutions therefor.
"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of May 22, 2025, among the Administrative Agent, the Collateral Agent, and Prairie State Bank, N.A. (as pre-petition first lien agent), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Interim Order" means the Interim Order Authorizing Debtor-in-Possession Financing, entered by the Bankruptcy Court in the Bankruptcy Case on or about May 22, 2025, in form and substance acceptable to the Administrative Agent and the Required Lenders.
"Land" means the real property situated in Macon County, State of Illinois, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.
"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral, and whether now existing or hereafter entered into) 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, and modifications thereof.
"Maturity Date" means the earliest to occur of: (a) May 15, 2026 (twelve (12) months from the Petition Date); (b) the effective date of a confirmed plan of reorganization in the Bankruptcy Case; (c) the date of consummation of a sale of substantially all of the assets of the Borrower pursuant to Section 363 of the Bankruptcy Code; and (d) the date of acceleration of the Secured Obligations following the occurrence of an Event of Default.
"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Rents, the Leases, and all other property and interests described in the Granting Clauses set forth in Article II of this Mortgage.
"Permitted Encumbrances" means the encumbrances, liens, restrictions, easements, and other title exceptions set forth on Exhibit B attached hereto and incorporated herein by this reference.
"Petition Date" means May 15, 2025, the date on which the Mortgagor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code.
"Rents" means all rents, issues, profits, revenues, royalties, income, proceeds, and other benefits of every kind and nature now or hereafter due, payable, or accruing from or in connection with the Mortgaged Property, including all payments under Leases, license fees, proceeds of use and occupancy, and all other sums payable by any tenant, licensee, or other occupant of any portion of the Mortgaged Property.
"Required Lenders" has the meaning assigned to such term in the DIP Credit Agreement.
"Secured Obligations" means all present and future indebtedness, obligations, and liabilities of the Borrower arising under or in connection with the DIP Credit Agreement, the DIP Notes (if any), the DIP Security Agreement, this Mortgage, and all other DIP Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, including, without limitation: (a) all principal amounts outstanding under the DIP Credit Agreement (up to $175,000,000 in the aggregate); (b) all interest thereon (including interest accruing at the contract rate and, upon the occurrence and during the continuance of an Event of Default, at the Default Rate, and including post-petition interest at the contract rate and Default Rate to the extent allowed under Section 506(b) of the Bankruptcy Code or pursuant to the DIP Orders); (c) the Closing Fee; (d) the Exit Fee; (e) the unused line fee of 0.50% per annum on undrawn commitments; (f) all costs of collection, enforcement, preservation, and protection of the Collateral Agent's rights, including reasonable attorneys' fees and disbursements; (g) all indemnification obligations owing by the Borrower to any Secured Party under the DIP Loan Documents; and (h) all other amounts payable by the Borrower under or in connection with the DIP Loan Documents.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the DIP Lenders, together with their respective successors and assigns.
"Unused Line Fee" means 0.50% per annum on the daily average undrawn balance of the DIP commitments, calculated and payable as set forth in the DIP Credit Agreement.
Section 1.2 — Rules of Construction. (a) Capitalized terms used in this Mortgage but not otherwise defined herein shall have the meanings assigned to such terms in the DIP Credit Agreement. In the event of any inconsistency between the definitions set forth in this Mortgage and those set forth in the DIP Credit Agreement, the definitions in the DIP Credit Agreement shall control, except to the extent that Illinois real property law requires a different interpretation.
(b) References to any Illinois statutory provision shall be deemed to include such provision as amended, modified, supplemented, or replaced from time to time, and any successor provision thereto.
(c) The words "herein," "hereof," "hereto," "hereunder," and words of similar import shall refer to this Mortgage as a whole and not to any particular Article, Section, or provision hereof.
(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(e) References to any person shall include such person's successors and permitted assigns.
(f) The section headings contained in this Mortgage are for convenience of reference only and shall not affect the meaning or interpretation of this Mortgage.
(g) References to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
Section 1.3 — Exhibits. The following exhibits are attached to and incorporated in this Mortgage by this reference:
Exhibit A: Legal Description of the Land (Decatur Plant parcel in Macon County, Illinois)
Exhibit B: Permitted Encumbrances / Title Exceptions
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 prompt and complete payment and performance of all Secured Obligations, the Mortgagor hereby irrevocably mortgages, grants, bargains, sells, conveys, assigns, transfers, pledges, and hypothecates to the Mortgagee, with power of sale (to the extent permitted by the laws of the State of Illinois), and grants a security interest in and to all of the Mortgagor's right, title, and interest in and to the property described in Sections 2.2 through 2.10 below (collectively, the "Mortgaged Property"):
Section 2.2 — The Land. All that certain parcel or parcels of real property situated in Macon County, State of Illinois, commonly known as 2200 Industrial Boulevard, Decatur, Illinois 62521, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all of the Mortgagor's right, title, and interest in and to: (a) all streets, roads, alleys, and public ways adjacent to or abutting the Land; (b) all strips and gores within or adjacent to the Land; (c) all rights-of-way, privileges, liberties, tenements, hereditaments, and appurtenances belonging or in any way appertaining to the Land; and (d) all right, title, and interest of the Mortgagor in and to any land lying in the bed of any street, road, or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof.
Section 2.3 — The Improvements. All buildings, structures, manufacturing facilities, chemical processing plants, storage tanks, loading docks, warehouses, offices, laboratories, rail sidings, utility infrastructure, and other improvements of every kind and nature now erected or hereafter erected, constructed, placed, or situated on the Land (collectively, the "Improvements"), including, without limitation, all additions, replacements, substitutions, and alterations thereto, together with all systems, machinery, and equipment constituting fixtures under Illinois law (765 ILCS 5/1 et seq.) and under the Illinois Uniform Commercial Code (810 ILCS 5/).
Section 2.4 — Fixtures and Equipment. All fixtures, equipment, apparatus, machinery, fittings, and appurtenances of every kind and nature whatsoever now or hereafter attached to, located on, or used in connection with the Improvements or the Land, to the extent constituting fixtures under applicable Illinois law (including 810 ILCS 5/9-102 and 810 ILCS 5/9-334), including, without limitation: heating, ventilating, and air conditioning systems and equipment; electrical wiring, conduit, panels, switches, generators, and transformers; plumbing systems and equipment; fire suppression, detection, and alarm systems; security systems; elevators and escalators; chemical processing equipment, including reactors, distillation columns, heat exchangers, compressors, pumps, and centrifuges; manufacturing and production lines; storage tanks and containment systems; loading and unloading equipment; communications systems and data cabling; and all replacements, renewals, and additions thereto, together with all permits, licenses, and approvals relating thereto.
Section 2.5 — Easements, Rights, and Appurtenances. All easements, licenses, rights-of-way, water rights, riparian rights, mineral rights, air rights, development rights, and other rights, privileges, and appurtenances now or hereafter benefiting, belonging to, or in any way appertaining to the Land or the Improvements, including, without limitation, all rights to the use of common areas, driveways, parking areas, and recreational facilities, and all right, title, and interest of the Mortgagor in and to any awards heretofore or hereafter made for the vacation of any streets, roads, or alleys adjacent to or abutting the Land.
Section 2.6 — Rents, Issues, and Profits. All rents, issues, profits, revenues, royalties, income, and other benefits of every kind and nature now or hereafter due, payable, or accruing from any tenant, subtenant, licensee, or other occupant of any portion of the Mortgaged Property, whether under Leases now existing or hereafter entered into, or otherwise, and including all deposits (including security deposits), prepaid rents, and minimum rents, percentage rents, additional rents, and other sums payable by tenants, subtenants, licensees, and other occupants of any portion of the Mortgaged Property.
Section 2.7 — Leases. All of the Mortgagor's right, title, and interest as landlord, lessor, or licensor under all present and future Leases affecting all or any portion of the Mortgaged Property, together with all guarantees, sureties, security deposits, letters of credit, and other credit support and credit enhancements held by the Mortgagor in connection with any such Lease, and together with all of the Mortgagor's rights and remedies under or in connection with any such Lease, including the right to receive rents and other payments thereunder, the right to enforce the obligations of tenants and other parties thereunder, and the right to exercise all options and elections thereunder.
Section 2.8 — Proceeds and Awards. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including, without limitation: (a) all insurance proceeds payable by reason of any loss or damage to all or any portion of the Mortgaged Property; (b) all awards, damages, compensation, settlements, and other payments heretofore or hereafter made resulting from condemnation proceedings, eminent domain proceedings, or the exercise of any power of eminent domain or the threat thereof; and (c) all proceeds from the sale or other disposition of any of the foregoing.
Section 2.9 — After-Acquired Property. All additional property, interests, improvements, fixtures, rights, and appurtenances of every kind and nature hereafter acquired by the Mortgagor and located on, attached to, or appurtenant to the Land or the Improvements, or otherwise constituting a part of or relating to the Mortgaged Property.
Section 2.10 — Books and Records. All books, records, accounts, ledgers, files, correspondence, documents, instruments, databases, plans, drawings, specifications, engineering reports, environmental reports, surveys, appraisals, and other writings and records of every kind and nature relating to the ownership, use, operation, management, maintenance, or condition of the Mortgaged Property.
Section 2.11 — Habendum. TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, and appurtenances thereto belonging or in any way appertaining, unto the Mortgagee and its successors and assigns, for the benefit of the Secured Parties, forever, subject to the terms and conditions of this Mortgage, the DIP Credit Agreement, the other DIP Loan Documents, and the DIP Orders, until the Secured Obligations are indefeasibly paid and performed in full and the DIP Credit Agreement is terminated in accordance with its terms, at which time this Mortgage shall become null and void and shall be released and reconveyed in accordance with Section 12.8 hereof.
ARTICLE III
SECURED OBLIGATIONS
Section 3.1 — Obligations Secured. This Mortgage secures the prompt and complete payment and performance of all Secured Obligations, including, without limitation, the following:
(a) All principal amounts outstanding under the DIP Credit Agreement, up to an aggregate principal amount of one hundred seventy-five million dollars ($175,000,000);
(b) All interest accruing on such principal amounts at the rate of SOFR plus 850 basis points per annum (with a SOFR floor of 4.00%, resulting in an effective minimum all-in interest rate of 12.50% per annum), and, upon the occurrence and during the continuance of an Event of Default, at the Default Rate of SOFR plus 1,050 basis points per annum, including all post-petition interest to the extent allowed under Section 506(b) of the Bankruptcy Code or pursuant to the DIP Orders;
(c) The Closing Fee of three million five hundred thousand dollars ($3,500,000), representing 2.00% of the aggregate DIP commitments of $175,000,000;
(d) The Exit Fee of one million seven hundred fifty thousand dollars ($1,750,000), representing 1.00% of the aggregate DIP commitments of $175,000,000;
(e) The Unused Line Fee of 0.50% per annum calculated on the daily average undrawn balance of the DIP commitments;
(f) All costs and expenses of collection, enforcement, preservation, and protection of the Collateral Agent's rights under this Mortgage, the DIP Credit Agreement, and the other DIP Loan Documents, including, without limitation, reasonable attorneys' fees and disbursements, appraisal fees, title insurance premiums, recording charges, and environmental assessment costs;
(g) All indemnification obligations owing by the Borrower to any Secured Party under the DIP Loan Documents; and
(h) All other amounts, obligations, and liabilities of the Borrower, whether now existing or hereafter arising, payable under or in connection with the DIP Credit Agreement, the DIP Security Agreement, this Mortgage, and all other DIP Loan Documents.
Section 3.2 — Superpriority and Priming Lien Status. The lien of this Mortgage constitutes a first-priority priming lien on the Mortgaged Property under Section 364(d) of the Bankruptcy Code, priming all pre-petition liens and security interests on the Mortgaged Property, including, without limitation, those in favor of Prairie State Bank, N.A., in its capacity as pre-petition first lien agent under that certain Pre-Petition Credit Agreement dated as of September 12, 2021 (as amended). The lien of this Mortgage is also a first-priority lien on any previously unencumbered interest of the Mortgagor in the Mortgaged Property under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code. The lien of this Mortgage is senior in priority to all other liens and encumbrances on the Mortgaged Property, subject only to: (i) the Carve-Out, as defined in the DIP Credit Agreement and the DIP Orders (consisting of a post-trigger amount of $3,000,000 in the aggregate, comprising $2,500,000 for allowed fees and expenses of estate professionals and $500,000 for fees of the United States Trustee); and (ii) the Permitted Encumbrances set forth in Exhibit B hereto.
Section 3.3 — Adequate Protection of Pre-Petition Liens. The parties hereto acknowledge that, pursuant to the Adequate Protection Stipulation entered into in connection with the DIP Credit Agreement and as approved by the DIP Orders, Prairie State Bank, N.A., in its capacity as pre-petition first lien agent, holds: (a) replacement liens on the Mortgaged Property, which replacement liens are junior in priority to the liens securing the DIP Facility and the Carve-Out; and (b) a superpriority administrative expense claim under Section 507(b) of the Bankruptcy Code, which claim is junior in priority to the superpriority administrative expense claims of the Secured Parties under the DIP Facility and the Carve-Out. The foregoing adequate protection arrangements are as set forth in the Adequate Protection Stipulation and the DIP Orders, and nothing in this Mortgage shall be construed to modify, expand, or limit the adequate protection provided to Prairie State Bank, N.A. thereunder.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE MORTGAGOR
The Mortgagor hereby represents and warrants to the Collateral Agent and the Secured Parties as follows, as of the date hereof and as of each date on which any loan or advance is made under the DIP Credit Agreement:
Section 4.1 — Title and Authority. (a) The Mortgagor is the owner of good and indefeasible fee simple title to the Land and the Improvements, subject only to the Permitted Encumbrances set forth in Exhibit B hereto. The Mortgagor has the lawful right, power, and authority to mortgage, grant, convey, assign, transfer, and pledge the Mortgaged Property as provided herein.
(b) The Mortgagor is an Iowa limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Mortgagor is duly qualified and authorized to transact business and is in good standing in the State of Illinois. The Mortgagor has full limited liability company power and authority to own, lease, and operate the Mortgaged Property and to execute, deliver, and perform its obligations under this Mortgage, subject to the authority granted by the DIP Orders and applicable provisions of the Bankruptcy Code.
(c) The execution, delivery, and performance of this Mortgage by the Mortgagor have been duly authorized by all necessary limited liability company action on the part of the Mortgagor, and no further consent, approval, or authorization of any person or entity (including any member, manager, or other equity holder of the Mortgagor) is required in connection therewith, other than such authorizations as have been obtained pursuant to the DIP Orders.
Section 4.2 — Valid Lien. This Mortgage, upon recordation in the Office of the Recorder of Deeds of Macon County, Illinois, creates a valid, binding, and enforceable lien on the Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties, securing the payment and performance of the Secured Obligations, enforceable against the Mortgagor, its creditors, and all third parties, subject only to the Permitted Encumbrances and applicable provisions of the Bankruptcy Code and the DIP Orders.
Section 4.3 — No Conflicting Liens or Encumbrances. Except for the Permitted Encumbrances, the Mortgaged Property is free and clear of all liens, claims, encumbrances, charges, security interests, mortgages, deeds of trust, and other interests of every kind and nature, other than the pre-petition liens of Prairie State Bank, N.A. (as pre-petition first lien agent), which pre-petition liens are being primed pursuant to Section 364(d) of the Bankruptcy Code and the DIP Orders. The Mortgagor has not executed, and there is not outstanding, any assignment, pledge, mortgage, or other conveyance of, or any agreement to assign, pledge, mortgage, or otherwise convey, any interest in the Mortgaged Property, other than this Mortgage, the DIP Security Agreement, and the pre-petition security interests of Prairie State Bank, N.A.
Section 4.4 — No Violation. The execution, delivery, and performance of this Mortgage by the Mortgagor do not and will not: (a) violate any provision of the Mortgagor's organizational documents (including its certificate of organization and operating agreement); (b) violate any order, judgment, injunction, decree, or award of any court, governmental body, or arbitral tribunal to which the Mortgagor or the Mortgaged Property is subject (except as authorized by the DIP Orders and the Bankruptcy Code); (c) conflict with or result in a breach of, or constitute a default under, any material agreement, indenture, or instrument to which the Mortgagor is a party or by which the Mortgagor or the Mortgaged Property is bound (except as authorized by the DIP Orders and the Bankruptcy Code); or (d) result in the creation or imposition of any lien on the Mortgaged Property, other than the lien created by this Mortgage and the liens authorized by the DIP Orders.
Section 4.5 — Compliance with Laws. The Mortgaged Property and the use and operation thereof comply in all material respects with all applicable zoning, building, environmental, health, safety, and land use laws, ordinances, rules, and regulations of all governmental authorities having jurisdiction thereover. All material governmental permits, licenses, certificates, and approvals required for the ownership, use, operation, and occupancy of the Mortgaged Property have been obtained and are in full force and effect. The Mortgagor has not received any notice of violation, order to comply, or threat of revocation with respect to any such permit, license, certificate, or approval from any governmental authority relating to the Decatur Plant. The Mortgagor acknowledges and discloses that the delayed re-registration by the United States Environmental Protection Agency of ClearGuard XR herbicide, a product manufactured at certain of the Mortgagor's facilities, is an operational matter affecting the Mortgagor's business generally; however, such matter does not affect the real property compliance representations made herein with respect to the Decatur Plant specifically.
Section 4.6 — Property Condition. The Improvements are structurally sound and in good condition and repair, adequate for the Mortgagor's manufacturing operations at the Decatur Plant. No material portion of the Improvements has been damaged or destroyed by fire, flood, storm, earthquake, or other casualty that has not been fully repaired and restored. The Improvements are served by adequate utilities and infrastructure, including water, sewer, gas, electricity, telecommunications, and rail access, necessary for the Mortgagor's operations at the Decatur Plant.
Section 4.7 — Taxes and Assessments. All real property taxes, special assessments, and governmental charges currently due and payable with respect to the Mortgaged Property for all fiscal years prior to the fiscal year in which the Petition Date occurs have been paid in full, or adequate reserves have been established for the payment thereof. With respect to taxes and assessments accruing after the Petition Date, the Mortgagor has complied or will comply with its obligations under the DIP Credit Agreement, the DIP Orders, and applicable provisions of the Bankruptcy Code, including the automatic stay provisions of Section 362 of the Bankruptcy Code.
Section 4.8 — Environmental. (a) To the Mortgagor's knowledge, after due inquiry, there are no environmental conditions existing at, on, under, or emanating from the Decatur Plant that would reasonably be expected to give rise to material environmental liability under any applicable federal, state, or local environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq., or the Illinois Environmental Protection Act, 415 ILCS 5/1 et seq.
(b) The Mortgagor is in material compliance with all applicable environmental laws, regulations, permits, and orders at the Decatur Plant. The Mortgagor maintains all environmental permits required for the operation of the Decatur Plant.
(c) The Mortgagor has not received any notices of violation, orders to comply, cleanup orders, consent decrees, or other enforcement actions from the Illinois Environmental Protection Agency, the United States Environmental Protection Agency, or any other governmental authority with respect to the Decatur Plant.
(d) There are no underground storage tanks located on the Decatur Plant property that are not in compliance with applicable regulations, and, to the Mortgagor's knowledge, there are no abandoned underground storage tanks on the Decatur Plant property.
Section 4.9 — Insurance. The Mortgaged Property is insured against fire, hazard, and other casualties in amounts and with coverage, deductibles, and carriers consistent with the requirements of the DIP Credit Agreement. All insurance premiums currently due and payable have been paid. For completeness, the Mortgagor notes that it maintains directors' and officers' liability coverage with Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821, with an aggregate limit of $15,000,000); however, such D&O coverage is distinct from and supplementary to the property, casualty, and liability insurance maintained with respect to the Mortgaged Property.
Section 4.10 — Leases. The Mortgagor has provided to the Collateral Agent a complete and accurate schedule of all Leases affecting the Mortgaged Property as of the date hereof, including the name of each tenant, the premises demised, the term (including any renewal options), the rent payable, and any security deposits or other credit support. Each such Lease is in full force and effect, and no material default exists thereunder on the part of the Mortgagor or, to the Mortgagor's knowledge, on the part of any tenant.
Section 4.11 — Appraisals. The Mortgaged Property has been or will be appraised by Bellwether Valuation Services Inc. for purposes of establishing the DIP borrowing base and collateral coverage in accordance with the requirements of the DIP Credit Agreement. The Mortgagor has cooperated and will continue to cooperate with Bellwether Valuation Services Inc. in connection with such appraisal, including by providing access to the Decatur Plant and making available all relevant books, records, and documents.
ARTICLE V
COVENANTS OF THE MORTGAGOR
The Mortgagor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:
Section 5.1 — Payment of Secured Obligations. The Mortgagor shall duly and punctually pay and perform all Secured Obligations as and when the same shall become due and payable under the DIP Credit Agreement and the other DIP Loan Documents, whether at maturity, upon acceleration, or otherwise, in the amounts, at the times, and in the manner specified therein, and shall duly and punctually perform and observe each and every obligation, covenant, and agreement on the part of the Mortgagor to be performed or observed under the DIP Loan Documents.
Section 5.2 — Maintenance and Repair. (a) The Mortgagor shall maintain the Mortgaged Property, including all manufacturing equipment, chemical processing infrastructure, storage facilities, buildings, structures, fixtures, and other improvements at the Decatur Plant, in good condition, working order, and repair, ordinary wear and tear excepted, and shall make all necessary repairs, renewals, and replacements thereto, in a manner consistent with the operation of a first-class manufacturing facility of the type and nature of the Decatur Plant.
(b) The Mortgagor shall not, without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the DIP Credit Agreement): (i) remove, demolish, or materially alter any Improvement, fixture, or other component of the Mortgaged Property; (ii) construct any new building, structure, or improvement on the Land; or (iii) remove any fixtures, equipment, or other personal property from the Decatur Plant, except for removals in the ordinary course of business (including removals for repair, replacement, or upgrading) that do not materially diminish the value or utility of the Mortgaged Property.
(c) The Mortgagor shall not commit or permit waste with respect to the Mortgaged Property or take any action that would materially impair the value or the usefulness of the Mortgaged Property for its intended purpose.
Section 5.3 — Insurance. (a) The Mortgagor shall maintain at all times during the term of this Mortgage the following insurance coverage with respect to the Mortgaged Property, in such amounts, with such deductibles, and with such insurance carriers as are required by the DIP Credit Agreement:
(i) Property insurance on an all-risk or special form basis, covering the Improvements and all fixtures located on the Mortgaged Property, for full replacement cost (without co-insurance), including coverage for fire, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft, vehicles, smoke, and such other risks as are customarily covered by all-risk or special form property insurance policies for manufacturing facilities of the type and nature of the Decatur Plant;
(ii) Commercial general liability insurance, including premises and operations, products and completed operations, contractual liability, and personal and advertising injury liability coverage, with limits of liability of not less than the amounts specified in the DIP Credit Agreement;
(iii) Business interruption insurance covering loss of income and extra expense resulting from damage to or destruction of the Improvements, in amounts sufficient to cover a period of not less than twelve (12) months of projected revenue and operating expenses attributable to the Decatur Plant;
(iv) Flood insurance, to the extent that any portion of the Mortgaged Property is located in a special flood hazard area as designated by the Federal Emergency Management Agency ("FEMA"), in the maximum amount available under the National Flood Insurance Program or such greater amount as the Collateral Agent may require; and
(v) Such other insurance (including pollution liability insurance, workers' compensation insurance, and umbrella or excess liability insurance) as the Collateral Agent may reasonably require from time to time.
(b) All property insurance policies maintained pursuant to this Section 5.3 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. All liability insurance policies shall name the Collateral Agent as an additional insured.
(c) The Mortgagor shall deliver to the Collateral Agent certificates of insurance, certified copies of policies, and evidence of payment of premiums within the timeframes specified in the DIP Credit Agreement, and shall promptly notify the Collateral Agent of any cancellation, non-renewal, or material modification of any insurance policy.
(d) The Mortgagor shall not carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section 5.3 unless the Collateral Agent is included therein as mortgagee and loss payee.
Section 5.4 — Taxes and Assessments. The Mortgagor shall pay, or cause to be paid, before any penalty or interest accrues thereon, all real property taxes, special assessments, water and sewer charges, and all other governmental levies, charges, and impositions of every kind and nature assessed, levied, or imposed upon or with respect to the Mortgaged Property, as and when the same shall become due and payable, subject to the automatic stay provisions of Section 362 of the Bankruptcy Code and the terms and conditions of the DIP Orders. The Mortgagor shall promptly furnish to the Collateral Agent evidence of payment of such taxes, assessments, and charges upon request. The Mortgagor shall have the right to contest in good faith the validity or amount of any such tax, assessment, or charge by appropriate proceedings, provided that: (i) such contest is conducted in compliance with the DIP Credit Agreement and the DIP Orders; (ii) the Mortgagor has established adequate reserves in accordance with GAAP for the payment thereof; and (iii) such contest does not subject the Mortgaged Property to any material risk of forfeiture or sale.
Section 5.5 — Compliance with Laws. The Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, orders, judgments, decrees, and requirements of all governmental authorities having jurisdiction over the Mortgaged Property or the use, operation, or occupancy thereof, including, without limitation: (a) all environmental laws, including CERCLA (42 U.S.C. §§ 9601 et seq.), RCRA (42 U.S.C. §§ 6901 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), and the Illinois Environmental Protection Act (415 ILCS 5/1 et seq.); (b) all zoning, building, and land use laws and regulations; (c) all health and safety laws and regulations, including the Occupational Safety and Health Act; and (d) all other laws and regulations applicable to the manufacturing, storage, handling, and distribution of agricultural chemicals and related products at the Decatur Plant. The Mortgagor shall promptly notify the Collateral Agent of any material violation of or non-compliance with any such law, regulation, or requirement.
Section 5.6 — Environmental Covenants. (a) The Mortgagor shall not cause or permit the release, emission, discharge, disposal, or storage of any hazardous substance (as defined in CERCLA, RCRA, or any applicable state environmental law) on, at, from, or under the Mortgaged Property, except in the ordinary course of the Mortgagor's manufacturing operations at the Decatur Plant and in compliance with all applicable environmental laws, regulations, permits, and approvals.
(b) The Mortgagor shall immediately notify the Collateral Agent in writing upon the Mortgagor's becoming aware of: (i) any release or threatened release of any hazardous substance on, at, from, or under the Mortgaged Property that is required to be reported to any governmental authority; (ii) any environmental claim, action, suit, proceeding, or investigation commenced or threatened against the Mortgagor or the Mortgaged Property by any governmental authority or any other person; (iii) any notice of violation, order to comply, cleanup order, consent decree, or other enforcement action issued by any governmental authority relating to the Mortgaged Property; or (iv) any condition on the Mortgaged Property that would reasonably be expected to give rise to material environmental liability.
(c) The Mortgagor shall maintain all environmental permits required for the operation of the Decatur Plant and shall not allow any such permit to lapse, expire, or be revoked without obtaining a replacement permit or otherwise complying with applicable environmental laws.
Section 5.7 — Condemnation / Eminent Domain. (a) The Mortgagor shall promptly notify the Collateral Agent of any actual or threatened condemnation or eminent domain proceeding affecting the Mortgaged Property or any portion thereof, and shall deliver to the Collateral Agent copies of all notices, pleadings, and other documents received by the Mortgagor in connection with any such proceeding.
(b) The Collateral Agent shall be entitled to participate in any condemnation or eminent domain proceeding and to be represented by counsel of its own selection at the Mortgagor's expense (to the extent such expense constitutes a Secured Obligation). The Mortgagor shall not settle, compromise, or consent to any condemnation award or taking without the prior written consent of the Collateral Agent.
(c) All condemnation proceeds and awards shall be paid directly to the Collateral Agent and shall be applied, at the Collateral Agent's sole election (subject to the DIP Orders): (i) to the restoration and repair of the Mortgaged Property; or (ii) to the payment and reduction of the Secured Obligations in such order and manner as the Collateral Agent shall determine in its sole discretion. If the Collateral Agent elects to make condemnation proceeds available for restoration, such proceeds shall be disbursed in the manner and subject to the conditions set forth in the DIP Credit Agreement.
Section 5.8 — Leases and Tenancies. (a) The Mortgagor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), enter into, execute, amend, modify, supplement, extend, renew, terminate, cancel, or accept a surrender of any Lease affecting the Mortgaged Property, except: (i) in the ordinary course of business consistent with the DIP Budget (as defined in the DIP Credit Agreement); and (ii) as may be authorized by the DIP Orders or an order of the Bankruptcy Court.
(b) All Leases entered into after the date hereof shall be subordinate to the lien of this Mortgage and shall contain such provisions as the Collateral Agent may reasonably require, including an agreement by the tenant to attorn to the Collateral Agent or any purchaser at a foreclosure sale.
(c) The Mortgagor shall perform and comply with all material obligations of the landlord or licensor under each Lease and shall enforce the obligations of the tenants and other parties thereunder in a commercially reasonable manner. The Mortgagor shall not collect any rent more than one (1) month in advance without the prior written consent of the Collateral Agent.
Section 5.9 — No Further Encumbrances. The Mortgagor shall not create, incur, assume, or suffer to exist any lien, mortgage, deed of trust, pledge, security interest, encumbrance, charge, or other adverse claim or interest on or with respect to the Mortgaged Property or any portion thereof, other than: (a) the Permitted Encumbrances set forth in Exhibit B hereto; (b) the lien of this Mortgage; and (c) liens and encumbrances expressly authorized by the DIP Credit Agreement, the DIP Orders, or an order of the Bankruptcy Court.
Section 5.10 — Financial Covenants and Reporting. (a) The Mortgagor shall comply with all financial covenants set forth in the DIP Credit Agreement, including, without limitation: (i) the maintenance at all times of minimum liquidity of fifteen million dollars ($15,000,000), measured as the sum of unrestricted cash and cash equivalents plus availability under the DIP Facility; (ii) a maximum cumulative variance to budget of 15% (measured on a rolling four (4)-week basis, tested weekly), pursuant to which actual aggregate disbursements of the Mortgagor during any rolling four-week period shall not exceed budgeted disbursements for such period by more than 15%; and (iii) a minimum consolidated EBITDA (as defined in the DIP Credit Agreement) of negative five million dollars (-$5,000,000) for any rolling four (4)-week period.
(b) The Mortgagor shall deliver to the Collateral Agent such financial and operational reports as are required by the DIP Credit Agreement, including, without limitation, monthly property condition reports describing the status, condition, and operations of the Decatur Plant, any material changes in occupancy, tenancy, or use of the Mortgaged Property, and any material casualty, condemnation, or environmental event affecting the Mortgaged Property.
Section 5.11 — Access and Inspection. The Collateral Agent and its agents, representatives, consultants, and contractors (including Bellwether Valuation Services Inc.) shall have the right, at reasonable times and upon reasonable prior notice to the Mortgagor (which notice shall not be less than two (2) business days), to enter upon, inspect, survey, photograph, appraise, and examine the Mortgaged Property and all books, records, and documents relating thereto, and to make copies and extracts therefrom; provided, however, that during the continuance of an Event of Default, the Collateral Agent and its agents shall have the right to enter upon, inspect, and examine the Mortgaged Property at any time and without prior notice to the Mortgagor. All reasonable costs and expenses incurred by the Collateral Agent in connection with any such inspection, appraisal, or examination shall be payable by the Mortgagor and shall constitute Secured Obligations hereunder. The Mortgagor shall cooperate fully with the Collateral Agent and its agents in connection with any such inspection or examination.
Section 5.12 — Protection of Security. The Mortgagor shall, at the Mortgagor's sole cost and expense, execute and deliver to the Collateral Agent all supplemental instruments, agreements, financing statements, continuation statements, certificates, affidavits, and other documents and filings as the Collateral Agent may from time to time reasonably request to maintain, protect, perfect, and preserve the lien and security interest of this Mortgage and the priority thereof, including, without limitation: (a) UCC financing statements and amendments covering the Fixtures and any other personal property or fixtures subject to this Mortgage; (b) any amendments, modifications, or supplements to this Mortgage; and (c) any documents required for the recording or filing of this Mortgage or any related instrument in any office or jurisdiction.
ARTICLE VI
ASSIGNMENT OF LEASES AND RENTS
Section 6.1 — Absolute Assignment. The Mortgagor hereby absolutely and unconditionally assigns, transfers, and sets over to the Collateral Agent, for the benefit of the Secured Parties, all of the Mortgagor's right, title, and interest in and to: (a) all Leases now or hereafter affecting all or any portion of the Mortgaged Property; and (b) all Rents, issues, profits, revenues, royalties, income, and other benefits of every kind and nature now or hereafter due, payable, or accruing from or in connection with the Mortgaged Property (collectively, the "Assigned Rents and Leases"). This assignment is an absolute and present assignment of the Assigned Rents and Leases, and not merely an assignment for additional security or as collateral security for the Secured Obligations. The foregoing assignment shall be fully effective immediately upon execution and delivery of this Mortgage, without any further act or deed on the part of the Mortgagor, subject only to the revocable license granted to the Mortgagor in Section 6.2 hereof. This assignment is made pursuant to and in accordance with 765 ILCS 5/31.5 (the Illinois Assignment of Rents Act) and applicable common law.
Section 6.2 — License to Collect Rents. Notwithstanding the absolute assignment set forth in Section 6.1 hereof, so long as no Event of Default has occurred and is continuing, the Mortgagor shall have a revocable license from the Collateral Agent to collect, receive, and apply all Rents from the Mortgaged Property in the ordinary course of business and to retain and use such Rents for the following purposes and in the following order of priority: (a) payment of the costs of operation, management, and maintenance of the Mortgaged Property; (b) payment of real property taxes, assessments, and insurance premiums relating to the Mortgaged Property; and (c) payment of the Secured Obligations in accordance with the terms of the DIP Credit Agreement and the other DIP Loan Documents. The license granted in this Section 6.2 is revocable by the Collateral Agent, and shall be automatically and immediately revoked, without notice to or demand upon the Mortgagor, upon the occurrence and during the continuance of an Event of Default. Upon such revocation, the Mortgagor's right to collect, receive, and apply Rents shall terminate, and the Collateral Agent shall be entitled to exercise all rights set forth in Section 6.3 hereof.
Section 6.3 — Collateral Agent's Rights Upon Default. Upon the occurrence and during the continuance of an Event of Default and upon the revocation of the license granted in Section 6.2 hereof, the Collateral Agent shall have the right, in addition to and without limiting any other rights and remedies available to the Collateral Agent under this Mortgage, the DIP Credit Agreement, or applicable law, to exercise any or all of the following rights, in each case subject to applicable provisions of the Bankruptcy Code and the DIP Orders:
(a) To enter upon and take possession of the Mortgaged Property, or any portion thereof, and to manage, operate, and control the same, either directly or through agents, contractors, or a receiver;
(b) To collect all Rents directly from tenants, subtenants, licensees, and other occupants of the Mortgaged Property, and to give notice to any such tenant, subtenant, licensee, or other occupant directing that all Rents thereafter be paid directly to the Collateral Agent;
(c) To apply all Rents so collected, after deduction of all reasonable costs and expenses incurred in connection with the collection thereof (including attorneys' fees, management fees, and costs of repairs and maintenance), to the payment of the Secured Obligations in such order and manner as the Collateral Agent shall determine;
(d) To exercise all rights, powers, and remedies of the Mortgagor as landlord or licensor under the Leases, including the right to enforce the obligations of tenants and other parties thereunder, to exercise all options and elections thereunder, and to terminate any Lease in accordance with its terms; and
(e) To take any and all other actions as the Collateral Agent may deem necessary or desirable to protect and preserve the Mortgaged Property and the Rents derived therefrom.
The exercise by the Collateral Agent of any of the foregoing rights shall not be deemed to make the Collateral Agent a mortgagee in possession of the Mortgaged Property, nor shall it obl

SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT

RECITALS

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

ARTICLE II

GRANTING CLAUSES

ARTICLE III

SECURED OBLIGATIONS

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE MORTGAGOR

ARTICLE V

COVENANTS OF THE MORTGAGOR

ARTICLE VI

ASSIGNMENT OF LEASES AND RENTS

Record

Parties

Dates

Amounts