Contract analysis

Section 1.01 — Incorporation by Reference. Capitalized terms used in this Mortgage and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto from time to time.

Section 1.02 — Definitions Specific to This Mortgage. 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, toge

ARTICLE II — REPRESENTATIONS AND WARRANTIES OF THE GRANTOR The Grantor hereby represents and warrants to the Collateral Agent and the Secured Parties as follows, as of the date hereof and as of the date of recording of this Mortgage:

Section 2.01 — Organization and Authority. The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas. The Grantor has full limited liability company power and authority to own, lease, and operate its properties, including the Mortgaged Property, and to execute, deliver, and perform its obligations under this Mortgage and to consummate the tr

Section 2.02 — Due Authorization. The execution, delivery, and performance by the Grantor of this Mortgage and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of the Grantor, including the requisite resolutions of Ridgepoint Specialty Coatings, LLC, as a Subsidiary Guarantor, certified as of March 28, 2025, and delivered

Section 2.03 — No Conflicts. The execution, delivery, and performance by the Grantor of this Mortgage and the consummation of the transactions contemplated hereby do not and will not (a) violate, contravene, or conflict with the certificate of formation, limited liability company agreement, or other organizational documents of the Grantor, (b) violate, contravene, or conflict with any material agreement, contract, in

Section 2.04 — Valid Lien. This Mortgage, when duly executed, delivered, and recorded in the Official Public Records of Harris County, Texas, creates a valid, binding, and enforceable first-priority mortgage lien on and security interest in the Mortgaged Property in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, securing the payment and performance of the Secured Obligations, subject o

Section 2.05 — Fee Simple Title. The Grantor holds good, marketable, and indefeasible fee simple title to the Land and Improvements, free and clear of all liens, encumbrances, claims, charges, covenants, conditions, restrictions, rights-of-way, easements, and title defects of any kind or nature whatsoever, other than Permitted Liens. The legal description of the Land set forth in Exhibit A is true, correct, and compl

Section 2.06 — No Prior Liens. There are no existing mortgages, deeds of trust, liens, security interests, or other encumbrances on the Mortgaged Property that would have priority over the lien of this Mortgage, other than Permitted Liens. Without limiting the generality of the foregoing, the Grantor represents and warrants that all prior liens in favor of Atlas Meridian Bank, N.A., as collateral agent under that cer

Section 2.07 — Compliance with Laws. The Mortgaged Property complies in all material respects with all applicable zoning, building, environmental, fire, health, safety, accessibility, and other governmental laws, rules, regulations, codes, orders, and ordinances. All permits, licenses, certificates of occupancy, and governmental approvals required for the current use and operation of the Mortgaged Property have been

Section 2.08 — No Condemnation. No condemnation, eminent domain, or similar proceeding is pending or, to the best knowledge and belief of the Grantor, threatened against the Mortgaged Property or any part thereof. The Grantor has not received any notice from any governmental authority of any intention to condemn, take, or acquire the Mortgaged Property or any part thereof. No portion of the Mortgaged Property has bee

Section 2.09 — Insurance. The Mortgaged Property is insured against loss or damage by fire and other perils in accordance with the insurance requirements set forth in the Credit Agreement. The Grantor maintains, or causes to be maintained, all insurance policies required to be maintained with respect to the Mortgaged Property under the Credit Agreement, including all-risk property insurance, commercial general liabil

Section 2.10 — Environmental. To the knowledge of the Grantor, after due inquiry, (a) no Hazardous Materials (as defined in the Credit Agreement) exist on, under, or about the Mortgaged Property in amounts or concentrations that violate any applicable Environmental Laws (as defined in the Credit Agreement), (b) no release, discharge, emission, or disposal of Hazardous Materials has occurred on, from, or about the Mor

Section 2.11 — Taxes. All real property taxes, assessments, water and sewer charges, and other governmental charges and impositions currently due and payable with respect to the Mortgaged Property have been paid in full. There are no outstanding tax liens against the Mortgaged Property. No proceedings are pending or, to the Grantor's knowledge, threatened for the reassessment of the Mortgaged Property.

Section 2.12 — Utilities and Access. The Mortgaged Property has adequate legal access to dedicated and publicly maintained roads and highways, and all necessary utility services are available to the Mortgaged Property, including, without limitation, water, storm and sanitary sewer, gas, electric, telephone, and cable services. All such utility services are provided by public utility companies or governmental entities

ARTICLE III — COVENANTS OF THE GRANTOR The Grantor hereby covenants and agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

Section 3.01 — Payment of Secured Obligations. The Grantor shall duly and punctually pay and perform all Secured Obligations in accordance with the terms and conditions of the Credit Agreement, the Guarantee Agreement, and the other Loan Documents, as and when due, whether at stated maturity, upon acceleration, or otherwise, without setoff, counterclaim, defense, abatement, or deduction of any kind.

Section 3.02 — Maintenance of Property. The Grantor shall, at its sole cost and expense, maintain the Mortgaged Property in good condition, working order, and repair, ordinary wear and tear and casualty excepted, and shall not commit, suffer, or permit any waste, impairment, or deterioration of the Mortgaged Property or any part thereof. The Grantor shall make or cause to be made all necessary and appropriate repairs

Section 3.03 — Insurance. The Grantor shall procure and maintain, or cause to be procured and maintained, at its sole cost and expense, insurance coverage on and with respect to the Mortgaged Property in accordance with the requirements set forth in the Credit Agreement, including, without limitation: (a) all-risk property insurance (including coverage for fire, windstorm, flood (if the Mortgaged Property is located

Section 3.04 — Payment of Taxes and Assessments. The Grantor shall pay or cause to be paid, before the same become delinquent, all real property taxes, assessments, water and sewer charges, and other governmental charges and impositions (including any special assessments) now or hereafter levied or assessed against the Mortgaged Property; provided, however, that the Grantor shall not be required to pay any such tax,

Section 3.05 — Compliance with Laws. The Grantor shall comply in all material respects with all laws, statutes, ordinances, rules, regulations, codes, orders, requirements, and judgments of any governmental authority applicable to the Mortgaged Property or the ownership, use, occupancy, or operation thereof, including, without limitation, all applicable Environmental Laws, zoning laws, building codes, fire codes, hea

Section 3.06 — No Liens. The Grantor shall not create, incur, assume, suffer, or permit to exist any mortgage, deed of trust, lien, pledge, security interest, encumbrance, or charge of any kind or nature upon the Mortgaged Property or any part thereof, except for (a) the lien of this Mortgage and the security interest granted hereunder, (b) Permitted Liens as defined in and permitted by the Credit Agreement, and (c)

Section 3.07 — No Transfer or Encumbrance. The Grantor shall not, without the prior written consent of the Collateral Agent (or as otherwise expressly permitted under the terms of the Credit Agreement), sell, convey, transfer, assign, exchange, lease (other than in the ordinary course of business as permitted under Section 3.08), mortgage, pledge, hypothecate, grant a security interest in, or otherwise dispose of or

Section 3.08 — Leases. The Grantor shall not, without the prior written consent of the Collateral Agent (or as otherwise expressly permitted under the Credit Agreement), enter into any new Lease, or amend, modify, terminate, extend, renew, accept a surrender of, or consent to the assignment or subletting of any existing Lease affecting the Mortgaged Property, except in the ordinary course of business and in accordanc

Section 3.09 — Environmental Covenants. The Grantor shall not cause, suffer, or permit, and shall use commercially reasonable efforts to prevent, the generation, manufacture, refinement, treatment, transportation, storage, handling, use, disposal, release, discharge, or emission of any Hazardous Materials on, under, in, or about the Mortgaged Property in violation of any applicable Environmental Law. The Grantor shal

Section 3.10 — Inspection Rights. The Collateral Agent and its officers, agents, employees, engineers, consultants, and representatives shall have the right, upon reasonable prior notice to the Grantor (except in the case of an emergency or upon the occurrence and during the continuance of an Event of Default, in which case no notice shall be required), to enter upon and inspect the Mortgaged Property at any reasonab

Section 3.11 — Further Assurances. The Grantor shall, at its sole cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such additional mortgages, deeds of trust, security agreements, financing statements (including any UCC-1 financing statements and amendments thereto), continuation statements, certificates, instruments, and other documents, and shall take such fu

Section 3.12 — After-Acquired Property. Any and all additions to, replacements of, or substitutions for the Improvements, the Fixtures, or any other component of the Mortgaged Property, whether acquired before or after the date of this Mortgage, shall immediately and automatically become subject to the lien of this Mortgage and the security interest created hereby, without any further act, instrument, or filing on th

Section 3.13 — Estoppel Certificates. The Grantor shall, within fifteen (15) Business Days after receipt of a written request from the Collateral Agent, furnish to the Collateral Agent a written estoppel certificate with respect to any Lease, in form and substance reasonably satisfactory to the Collateral Agent, certifying (a) whether such Lease is in full force and effect, (b) the date through which rent has been pa

Section 3.14 — Sanctions and OFAC Compliance. No portion of the Mortgaged Property, and no proceeds or income derived therefrom, shall be used, directly or indirectly, in violation of any Sanctions (including, without limitation, those administered by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC") and those imposed by the European Union or the United Nations Security Cou

ARTICLE IV — ASSIGNMENT OF LEASES AND RENTS

Section 4.01 — Assignment. As additional security for the payment and performance of the Secured Obligations, the Grantor hereby absolutely and unconditionally assigns, transfers, and sets over unto the Collateral Agent, for the ratable benefit of the Secured Parties, all of the Grantor's right, title, and interest in, to, and under all existing and future Leases affecting all or any part of the Mortgaged Property, i

Section 4.02 — Revocable License. Notwithstanding the absolute nature of the assignment set forth in Section 4.01 above, so long as no Event of Default shall have occurred and be continuing under this Mortgage, the Credit Agreement, or any other Loan Document, the Collateral Agent hereby grants to the Grantor a revocable license (the "License") to collect, retain, and use all Rents in the ordinary course of business

Section 4.03 — Revocation of License Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at its option, by written notice to the Grantor, immediately and without further action revoke the License granted in Section 4.02. Upon such revocation, the Collateral Agent shall have the right, but not the obligation, to (a) notify any or all tenants and other

Section 4.04 — No Merger. The assignment of Leases and Rents pursuant to this Article IV shall not operate to merge the leasehold and fee estates in and to the Mortgaged Property. The Grantor shall maintain the Leases as separate and distinct from its fee simple interest in the Mortgaged Property, and no such merger shall be deemed to have occurred by reason of this assignment, the exercise of any rights hereunder, o

ARTICLE V — EVENTS OF DEFAULT AND REMEDIES

Section 5.01 — Events of Default. Each of the following shall constitute an "Event of Default" under this Mortgage: (a) the occurrence of any Event of Default under and as defined in the Credit Agreement, including, without limitation, (i) payment defaults (failure to pay principal, interest, fees, or other amounts when due), (ii) covenant defaults (breach of any affirmative or negative covenant under the Credit Agre

Section 5.02 — Remedies Generally. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at its option, in its sole and absolute discretion, exercise any one or more of the following remedies, concurrently or successively, in any order, without notice or demand (except as expressly required by applicable law or the terms of this Mortgage or the Credit Agreement): (a) Acceler

Section 5.03 — Power of Sale (Texas). In addition to and not in limitation of the remedies set forth above, the Grantor hereby grants to the Collateral Agent (or its designated trustee, including any substitute trustee appointed pursuant to this Section 5.03) the power and authority to sell the Mortgaged Property in accordance with the following provisions: (a) Non-Judicial Foreclosure Procedures. The Collateral Agen

Section 5.04 — Judicial Foreclosure. As an alternative to, or in addition to, the exercise of the power of sale set forth in Section 5.03 above, the Collateral Agent may, at its option, institute proceedings to foreclose this Mortgage by judicial action in any court of competent jurisdiction sitting in Harris County, Texas, or in any other court of competent jurisdiction. The Collateral Agent shall be entitled to rec