Contract analysis

Section 1.01. Defined Terms. As used in this Mortgage, the following terms shall have the meanings set forth below: "Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as administrative agent for the Lenders under the Credit Agreement, together with its successors and assigns in such capacity. "Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation, and its permitted successors

Section 1.02. Rules of Construction. (a) References in this Mortgage to "South Carolina law" or the "laws of the State of South Carolina" shall include all applicable statutes, regulations, judicial decisions, and rules of common law of the State of South Carolina. (b) References to the "Uniform Commercial Code" or the "UCC" shall mean the Uniform Commercial Code as adopted and in effect from time to time in the Stat

Section 2.01. Grant of Mortgage Lien. Mortgagor hereby mortgages, grants, bargains, sells, conveys, assigns, transfers, pledges, hypothecates, and sets over to Mortgagee, and hereby grants to Mortgagee a first-priority mortgage lien on and security interest in, the following described property, rights, and interests (collectively, the "Mortgaged Property"): (a) Land. All that certain lot, piece, or parcel of land sit

Section 2.02. Habendum Clause. TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, appurtenances, and immunities thereto belonging or in any wise appertaining, unto the Mortgagee, its successors and assigns, for the benefit of the Secured Parties, forever, subject to the terms and conditions of this Mortgage. Provided, however, that if the Obligations shall be fully paid

Section 2.03. Obligations Secured. This Mortgage and the lien and security interest created hereby secure the prompt and complete payment and performance of: (a) all Obligations of the Borrower and the Guarantors under the Credit Agreement, including without limitation (i) the principal amount of all Term Loans outstanding under the Term Loan B Facility in the aggregate original principal amount of One Billion Four H

ARTICLE III ASSIGNMENT OF LEASES AND RENTS

Section 3.01. Assignment. Mortgagor hereby absolutely, unconditionally, and irrevocably assigns, transfers, and sets over to Mortgagee all of Mortgagor's right, title, and interest in, to, and under (a) all Leases now existing or hereafter entered into with respect to all or any part of the Mortgaged Property, together with all amendments, extensions, renewals, and modifications thereof, and (b) all Rents now due or

Section 3.02. Revocation of License Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, (a) the license granted to Mortgagor in Section 3.01 to collect and receive Rents shall be automatically and immediately revoked, without the necessity of any notice, demand, or other action by Mortgagee, (b) Mortgagee shall have the immediate right to collect all Rents directly from the t

Section 3.03. Mortgagor's Obligations Regarding Leases. Mortgagor covenants and agrees that: (a) Mortgagor shall faithfully observe and perform all of the terms, covenants, and conditions of the Leases on the part of the landlord thereunder to be observed or performed, and shall not do or permit to be done anything to impair the value of any of the Leases; (b) Mortgagor shall not, without the prior written consent of

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MORTGAGOR Mortgagor hereby represents and warrants to Mortgagee and the Secured Parties as follows:

Section 4.01. Title. Mortgagor is the lawful owner of indefeasible fee simple title to the Mortgaged Property, free and clear of all liens, encumbrances, charges, easements, restrictions, and other title exceptions of every kind and nature whatsoever, except for the Permitted Encumbrances. Mortgagor's title to the Mortgaged Property is insurable by Landmark Title Assurance Company pursuant to that certain title insur

Section 4.02. Authority. Mortgagor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business and in good standing in the State of South Carolina. Mortgagor has the full right, power, and authority to execute, deliver, and perform this Mortgage and to grant the mortgage lien and security interest herein. The execu

Section 4.03. No Conflicts. The execution, delivery, and performance of this Mortgage, and the granting of the mortgage lien and security interest herein, do not and will not (a) violate or conflict with the certificate of formation, limited liability company agreement, or other organizational documents of Mortgagor, (b) violate or conflict with any applicable law, rule, regulation, order, judgment, writ, injunction,

Section 4.04. Enforceability. This Mortgage constitutes the legal, valid, and binding obligation of Mortgagor, enforceable against Mortgagor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally from time to time in eff

Section 4.05. No Prior Liens. No mortgage, deed of trust, lien, pledge, security interest, charge, or encumbrance of any kind or nature whatsoever (other than the Permitted Encumbrances) encumbers or affects the Mortgaged Property. All prior liens in favor of Atlas Meridian Bank, N.A. under that certain Credit Agreement dated as of June 14, 2019 (as amended, restated, supplemented, or otherwise modified), including a

Section 4.06. Compliance with Law. The Mortgaged Property and the current use, occupancy, and operation thereof comply in all material respects with all applicable zoning ordinances, building codes, subdivision laws, environmental laws, and other governmental rules, regulations, and requirements. Without limiting the foregoing, Mortgagor has obtained all material permits, licenses, certificates, and approvals require

Section 4.07. Environmental Matters. (a) No recognized environmental condition, controlled recognized environmental condition, or historical recognized environmental condition requiring remediation exists at, on, under, or emanating from the Mortgaged Property, based on the Phase I Environmental Site Assessment conducted by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager) in connection with

Section 4.08. Insurance. Mortgagor maintains, or causes to be maintained, property and casualty insurance, commercial general liability insurance, and such other insurance coverages with respect to the Mortgaged Property as are required by the Credit Agreement and the other Loan Documents. Such insurance is placed through Continental Shield Underwriters, Inc. (broker: Vantage Risk Advisors, LLC; account executive: Ra

Section 4.09. Taxes and Assessments. All real property taxes, assessments, charges, levies, and other governmental impositions on or with respect to the Mortgaged Property that are due and payable as of the date hereof have been paid in full. No tax lien or assessment lien is pending or, to the knowledge of Mortgagor, threatened against the Mortgaged Property.

Section 4.10. Condemnation. No condemnation, eminent domain, or similar proceeding has been commenced or, to the knowledge of Mortgagor, is pending, threatened, or contemplated with respect to all or any part of the Mortgaged Property. Mortgagor has not received any written notice of any proposed or contemplated taking, condemnation, or other acquisition of all or any part of the Mortgaged Property by any governmenta

Section 4.11. Utilities and Access. The Mortgaged Property has adequate and legally enforceable access to and from public roads and highways for the current use and operation of the Mortgaged Property. All utilities necessary for the current use and operation of the Mortgaged Property (including water, sewer, gas, electric, telephone, and internet service) are available at the boundaries of the Land and are connected

ARTICLE V COVENANTS OF MORTGAGOR Mortgagor hereby covenants and agrees with Mortgagee as follows:

Section 5.01. Payment of Obligations. Mortgagor shall pay and perform, or cause to be paid and performed, all Obligations secured hereby punctually and faithfully as and when the same shall become due and payable in accordance with the terms of the Credit Agreement and the other Loan Documents.

Section 5.02. Maintenance and Repair. Mortgagor shall maintain the Mortgaged Property in good order, condition, and repair, shall not commit or permit waste thereon or thereto, and shall not do or suffer to be done anything that would materially impair the value of the Mortgaged Property or the lien of this Mortgage. Mortgagor shall make or cause to be made all necessary repairs, renewals, and replacements to the Mor

Section 5.03. Insurance. (a) Mortgagor shall maintain, or cause to be maintained, insurance coverage with respect to the Mortgaged Property as required by the Credit Agreement, including without limitation (i) property insurance covering the Improvements and the Fixtures against loss or damage by fire, windstorm, and all other hazards and risks covered by a standard "all-risk" property insurance policy, in an amount

Section 5.04. Payment of Taxes. Mortgagor shall pay, before delinquency, all real property taxes, assessments, ground rents (if any), water and sewer charges, and other governmental charges and impositions levied or assessed against or with respect to the Mortgaged Property, and shall promptly deliver to Mortgagee, upon request, evidence of such payment. Mortgagor shall have the right to contest in good faith the amo

Section 5.05. Preservation of Lien. Mortgagor shall preserve and protect the first-priority lien of this Mortgage. Mortgagor shall not create, incur, assume, or suffer to exist any mortgage, deed of trust, lien, pledge, security interest, charge, encumbrance, or restriction of any kind on the Mortgaged Property, except for the Permitted Encumbrances. Mortgagor shall promptly discharge or bond over any lien, encumbran

Section 5.06. Alterations and Additions. Mortgagor may make alterations, additions, and improvements to the Improvements consistent with the covenants and restrictions set forth in the Credit Agreement, provided that (a) no material diminution in the fair market value of the Mortgaged Property results therefrom, (b) such work is performed in a good and workmanlike manner and in compliance with all applicable laws, or

Section 5.07. Compliance with Laws. Mortgagor shall comply in all material respects with all applicable laws, ordinances, rules, regulations, codes, orders, directives, and requirements of all governmental authorities having jurisdiction over the Mortgaged Property or any part thereof or the use, occupancy, or operation thereof, including without limitation all zoning laws, building codes, subdivision laws, environme

Section 5.08. Environmental Covenants. (a) Mortgagor shall not cause or permit, and shall use commercially reasonable efforts to prevent, any release, discharge, emission, leaking, spilling, injection, escaping, dumping, or disposing of any hazardous materials at, on, from, in, or under the Mortgaged Property in violation of applicable environmental laws. (b) Mortgagor shall promptly notify Mortgagee in writing of (i

Section 5.09. No Sale or Transfer. Mortgagor shall not sell, convey, assign, transfer, or otherwise dispose of the Mortgaged Property or any part thereof or interest therein, and shall not create, incur, or permit to exist any lien, encumbrance, or charge thereon (other than Permitted Encumbrances), without the prior written consent of Mortgagee, except as expressly permitted under the Credit Agreement (including wit

Section 5.10. Further Assurances. Mortgagor shall, at its sole cost and expense, from time to time execute and deliver, or cause to be executed and delivered, such further instruments, documents, and agreements, and take such further actions, as Mortgagee may reasonably request in order to (a) grant, preserve, protect, and perfect the validity, priority, and enforceability of the mortgage lien and security interest c

Section 5.11. Condemnation Proceedings. Mortgagor shall promptly notify Mortgagee in writing upon obtaining knowledge of any actual or threatened condemnation, eminent domain, or similar proceeding affecting all or any part of the Mortgaged Property. Mortgagee shall have the right, at its option, to participate in any such proceeding and to be represented by counsel of its own choosing. Mortgagor shall not settle, co

Section 5.12. Estoppel Certificates. Within ten (10) Business Days after receipt of a written request from Mortgagee, Mortgagor shall deliver to Mortgagee a written statement, duly acknowledged, certifying (a) the unpaid principal balance of the Obligations secured hereby (to the extent known to Mortgagor), (b) that this Mortgage is unmodified and in full force and effect (or, if modified, stating the nature of such

Section 6.01. Events of Default. An "Event of Default" under this Mortgage shall mean the occurrence and continuance of any Event of Default under and as defined in the Credit Agreement, including without limitation any of the following: (a) Payment Default. Failure to pay any principal of any Loan when due, or failure to pay any interest, fee, or other amount payable under any Loan Document within five (5) Business

Section 7.01. Acceleration. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction of the Required Lenders (as defined in the Credit Agreement), may (and, upon the written request of the Required Lenders, shall) by notice to the Borrower (a) declare the unpaid principal amount of all Obligations, all interest accrued and unpaid thereon, and all other amounts

Section 7.02. Foreclosure. Upon the occurrence and during the continuance of an Event of Default and acceleration of the Obligations, Mortgagee shall have the right to foreclose this Mortgage by judicial proceedings in accordance with the laws of the State of South Carolina. Mortgagor acknowledges that South Carolina is a judicial foreclosure state and that foreclosure of the lien of this Mortgage must be effected th

Section 7.03. Receiver. Upon the occurrence and during the continuance of an Event of Default, Mortgagee shall be entitled, as a matter of right and without regard to the adequacy of any security for the Obligations or the solvency of Mortgagor or any other party liable for the Obligations, to the appointment of a receiver of the Mortgaged Property and the Rents by any court of competent jurisdiction, without notice

Section 7.04. Entry and Possession. Upon the occurrence and during the continuance of an Event of Default, Mortgagee, personally or through its agents, nominees, or attorneys, may enter upon and take possession of the Mortgaged Property, exclude Mortgagor and all other persons therefrom, manage and operate the Mortgaged Property, collect all Rents, make such repairs and improvements as Mortgagee deems necessary or de

Section 7.05. UCC Remedies. To the extent that any of the Mortgaged Property constitutes personal property or fixtures (as opposed to real property), Mortgagee shall have, in addition to all other rights and remedies provided herein or by law, all rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of South Carolina, including without limitation the right to (a) require Mo

Section 7.06. Application of Proceeds. The proceeds of any foreclosure sale, enforcement action, or other realization upon the Mortgaged Property shall be applied in the following order of priority: (a) First, to the payment of all reasonable costs and expenses of enforcement, including without limitation all attorneys' fees, receiver's fees, appraisal fees, court costs, title search and examination fees, recording f

Section 7.07. Cumulative Remedies. All rights, powers, and remedies of Mortgagee under this Mortgage, the Credit Agreement, the other Loan Documents, and applicable law are cumulative and not exclusive of any other right, power, or remedy that Mortgagee may have. The exercise or beginning of the exercise of any one right, power, or remedy shall not preclude the simultaneous or later exercise of any other right, power

Section 7.08. No Waiver. No delay or omission by Mortgagee in exercising any right, power, or remedy hereunder or under the Credit Agreement or any other Loan Document shall impair, prejudice, or constitute a waiver of any such right, power, or remedy, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power,

ARTICLE VIII SECURITY AGREEMENT AND FIXTURE FILING

Section 8.01. Security Interest in Fixtures and Personal Property. This Mortgage constitutes a "security agreement" within the meaning of Article 9 of the Uniform Commercial Code as adopted in the State of South Carolina with respect to all Fixtures, personal property, and other collateral described herein that is subject to the UCC. In addition to the mortgage lien granted herein, Mortgagor hereby grants to Mortgage