1005-00001 · Nexford Industrial Holdings · Transaction Documents/Mortgages

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AFTER RECORDING RETURN TO:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Marcus Leung

PROPERTY ADDRESS: 9100 Westpark Industrial Boulevard, Houston, TX 77063

COUNTY OF RECORDING: Harris County, Texas

PREPARED BY: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017

TAX PARCEL ID: [To be inserted — Harris County Appraisal District parcel number]

APPRAISED VALUE OF MORTGAGED PROPERTY: $28,000,000 (per appraisal dated March 3, 2025, by Greystone Valuation Services, Inc., Daniel Pritchard, MAI, Lead Appraiser)

NOTE: This instrument is a post-closing deliverable under that certain Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent; delivery due by April 30, 2025.

MORTGAGE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

Effective as of March 28, 2025

RIDGEPOINT SPECIALTY COATINGS, LLC a Texas limited liability company

as Grantor

in favor of

CRESCENT HARBOR BANK, N.A. a national banking association, in its capacity as Collateral Agent for the Secured Parties

as Grantee/Mortgagee

Relating to Property Located at: 9100 Westpark Industrial Boulevard Houston, Texas 77063 Harris County, Texas

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MORTGAGE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Mortgage"), effective as of March 28, 2025 (the "Effective Date"), is made by RIDGEPOINT SPECIALTY COATINGS, LLC, a Texas limited liability company (the "Grantor" or "Mortgagor"), having its principal place of business at 9100 Westpark Industrial Boulevard, Houston, Texas 77063, in favor of CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined below) (in such capacity, the "Collateral Agent," "Mortgagee," or "Grantee"), having an address at 320 Federal Street, Boston, Massachusetts 02110.

The Grantor, Ridgepoint Specialty Coatings, LLC, is a Subsidiary Guarantor under the Credit Agreement (as defined below). The Grantor is a Texas limited liability company, organized and existing under the laws of the State of Texas, with its registered agent located in the State of Texas. The Grantor was acquired by Nexford Industrial Holdings Inc. in 2023 and operates as the property-holding subsidiary for the Coatings & Surface Technologies facility described herein.

The Collateral Agent acts for the benefit of the Secured Parties under that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), having its principal executive offices at 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Employer Identification Number: 36-4178552), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time.

This Mortgage is delivered pursuant to, and secures the obligations of the Grantor under, the Guarantee Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, and the Security Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.

The Secured Obligations include all Obligations as defined in the Credit Agreement, including, without limitation, all amounts owing under the $1,400,000,000 senior secured Term Loan B facility, together with all interest thereon (calculated at a rate equal to SOFR plus 400 basis points per annum, subject to a SOFR floor of 0.75%), all fees, costs, expenses, indemnification obligations, and all other amounts owing from time to time under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement).

RECITALS

A. The Borrower, Nexford Industrial Holdings Inc., has entered into the Credit Agreement, which provides for, among other things, a senior secured Term Loan B facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), maturing on March 28, 2032 (the "Term Loan B Facility"), and the Lenders have extended credit to the Borrower thereunder.

B. The Grantor, Ridgepoint Specialty Coatings, LLC, is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Guarantee Agreement. Pursuant to the Guarantee Agreement, the Grantor has unconditionally guaranteed the full and punctual payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.

C. The Credit Agreement requires, as a post-closing deliverable due no later than April 30, 2025, the delivery by each Loan Party of mortgages, deeds of trust, and related title insurance policies covering each parcel of owned real property having a fair market value in excess of $10,000,000, together with all related documentation necessary to create and perfect a first-priority lien in favor of the Collateral Agent on such real property for the benefit of the Secured Parties.

D. The Grantor is the fee simple owner of that certain real property located at 9100 Westpark Industrial Boulevard, Houston, Texas 77063, in Harris County, Texas (together with all improvements, fixtures, and appurtenances thereto, the "Mortgaged Property"), which serves as the Coatings & Surface Technologies manufacturing and distribution facility operated by the Nexford group of companies. The Mortgaged Property has been appraised at a fair market value of $28,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, Lead Appraiser) in an appraisal report dated March 3, 2025.

E. The Grantor has agreed to execute and deliver this Mortgage to secure its obligations under the Guarantee Agreement and to further secure the Secured Obligations, in accordance with the requirements of the Credit Agreement and the Security Agreement.

F. The security interests and liens granted hereunder are subject to the terms and provisions of that certain Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, Pinnacle Trust Company, in its capacity as Unsecured Notes Trustee (as trustee under that certain indenture governing the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford Industrial Holdings Inc.), and Nexford Industrial Holdings Inc.

NOW, THEREFORE, in consideration of the premises set forth herein, the indebtedness secured hereby, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor does hereby agree as follows:

GRANTING CLAUSES

GRANTING CLAUSE I — GRANT OF MORTGAGE LIEN

Ridgepoint Specialty Coatings, LLC, as Grantor, hereby irrevocably MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS, PLEDGES, AND HYPOTHECATES unto Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, for the ratable benefit of the Secured Parties, and their respective successors and assigns, WITH POWER OF SALE, a first-priority lien on and security interest in all of the Grantor's right, title, and interest in and to the property described in Granting Clause II below (collectively, the "Mortgaged Property"), TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, and appurtenances thereunto belonging, unto the Collateral Agent, for the benefit of the Secured Parties, and their respective successors and assigns, forever, subject only to Permitted Liens, for the purposes and upon the terms and conditions set forth in this Mortgage.

This Mortgage is given to secure the prompt and complete payment and performance of all Secured Obligations (as defined herein and in the Credit Agreement), and the Grantor covenants that it will faithfully pay and perform all such Secured Obligations in accordance with the terms of the Credit Agreement, the Guarantee Agreement, and the other Loan Documents.

GRANTING CLAUSE II — DESCRIPTION OF MORTGAGED PROPERTY

The Mortgaged Property subject to the lien and security interest created by this Mortgage includes all of the following property and rights, whether now owned or hereafter acquired by the Grantor:

(a) Land. All that certain lot, tract, or parcel of land situated in Harris County, Texas, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"), commonly known as 9100 Westpark Industrial Boulevard, Houston, Texas 77063, together with all right, title, and interest of the Grantor in and to any land lying in the bed of any street, road, or avenue, opened or proposed, in front of, at the side of, or adjoining the Land to the center line thereof and all right, title, and interest of the Grantor in and to any strips and gores of land adjacent to or used in connection with the Land.

(b) Improvements. All buildings, structures, improvements, and appurtenances of every kind and nature now or hereafter erected, constructed, placed, or located on the Land (collectively, the "Improvements"), including, without limitation, the industrial and manufacturing facility currently used as the Coatings & Surface Technologies plant, together with all warehousing, office, and ancillary structures, loading docks, parking structures, fencing, paving, sidewalks, landscaping, signage, and all other improvements of every kind and nature, whether now existing or hereafter constructed on the Land, and all replacements thereof and additions and accessions thereto.

(c) Easements and Appurtenances. All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water and water rights, water courses, water stock, mineral rights (to the extent owned by the Grantor), air rights, development rights, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, and appurtenances belonging, relating, or in any way appertaining to the Land or the Improvements, or any part thereof, or which hereafter shall in any way belong, relate, or be appurtenant thereto, whether now owned or hereafter acquired by the Grantor, together with any and all reversionary interests of the Grantor in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Land, and together with all accesses to and from the Land by whatever means.

(d) Fixtures. All fixtures, machinery, equipment, building materials, appliances, and goods of every nature whatsoever now or hereafter located in, on, or about, or affixed or attached to, or used or intended to be used in connection with (or with the operation of) the Land and the Improvements, including, without limitation, all heating, ventilating, and air-conditioning systems and equipment, plumbing systems and fixtures, lighting systems and fixtures, communications and telecommunications equipment, elevator and escalator systems, fire prevention and extinguishing systems and equipment, security and access control systems, electrical systems, wiring and conduit, water-treatment and filtration systems, boiler and chiller equipment, generators, compressors, engines, pipes, pumps, tanks, motors, conduits, switchboards, transformers, and all manufacturing equipment permanently affixed thereto or used in connection with the Coatings & Surface Technologies operations, including coating application lines, mixing vessels, curing ovens, clean rooms, environmental control systems, and all other industrial process equipment (collectively, the "Fixtures"), and all replacements thereof and substitutions therefor. This instrument constitutes a fixture filing and is to be filed for record in the real property records of Harris County, Texas. This instrument is also to serve as a financing statement filed as a fixture filing under Section 9.502 of the Texas Business and Commerce Code (the "UCC").

(e) Leases and Rents. All leases, subleases, sub-subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral) now or hereafter in effect that affect all or any part of the Mortgaged Property or the use, enjoyment, occupancy, or operation thereof, together with all amendments, modifications, extensions, renewals, guaranties, and other agreements relating thereto (collectively, the "Leases"), and all rents, additional rents, issues, profits, revenues, royalties, bonuses, income, receipts, security deposits, escrow funds, and other benefits and payments of any kind now or hereafter arising from or payable under the Leases or derived from or in connection with the Mortgaged Property or any part thereof (collectively, the "Rents").

(f) Insurance and Condemnation Proceeds. All proceeds of any and all insurance policies now or hereafter covering the Mortgaged Property or any part thereof (including, without limitation, all claims, demands, and causes of action arising out of any loss, damage, or destruction of the Mortgaged Property), and all awards, damages, compensation, settlements, and other payments heretofore made or hereafter to be made as a result of or in lieu of any taking, appropriation, or condemnation of the Mortgaged Property or any part thereof by any governmental or quasi-governmental authority or entity, whether under the power of eminent domain or otherwise.

(g) Accounts and Intangibles. All accounts, accounts receivable, general intangibles, payment intangibles, contract rights, chattel paper (whether tangible or electronic), instruments, documents, deposit accounts, letter-of-credit rights, and other personal property and rights of every kind and nature, in each case to the extent related to the ownership, use, operation, or disposition of the Mortgaged Property or any part thereof, including, without limitation, all permits, licenses, approvals, certificates of occupancy, and governmental authorizations and entitlements relating to the construction, use, occupancy, or operation of the Mortgaged Property, and all trade names, trademarks, and service marks arising out of or relating to the operation of the Mortgaged Property.

(h) Proceeds. All proceeds, products, offspring, rents, and profits of any and all of the foregoing described in clauses (a) through (g) above, including, without limitation, all cash and non-cash proceeds, insurance proceeds, condemnation awards, and any other amounts received upon the sale, exchange, transfer, collection, or other disposition of any of the foregoing, in whatever form, including all claims of the Grantor against third parties for loss of, damage to, or destruction of any of the foregoing.

GRANTING CLAUSE III — SECURITY INTEREST GRANT (PERSONAL PROPERTY)

In addition to and not in limitation of the mortgage lien granted above, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest under Chapter 9 of the Texas Business and Commerce Code (and, to the extent applicable, the Uniform Commercial Code of any other relevant jurisdiction) in all personal property described in this Mortgage, including, without limitation, the Fixtures, the Leases, the Rents, all accounts, general intangibles, contract rights, chattel paper, instruments, documents, deposit accounts, insurance proceeds, condemnation awards, and all other personal property of the Grantor, in each case to the extent such property relates to or arises from the Mortgaged Property, and all proceeds and products of the foregoing, to the extent that such items may not be effectively covered, encumbered, or reached by the real property lien created by this Mortgage. This security interest is granted as a supplement to, and not in substitution for, the real property lien and security interest created by the other provisions of this Mortgage.

GRANTING CLAUSE IV — ASSIGNMENT OF LEASES AND RENTS

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 and to all existing and future Leases and Rents, together with any and all guarantees, letters of credit, security deposits, and other credit support given in connection therewith. This assignment is an absolute assignment and not merely an assignment for additional security; provided, however, that the Grantor shall have a revocable license, subject to the terms of Article IV of this Mortgage, to collect, retain, and use the Rents in the ordinary course of business so long as no Event of Default shall have occurred and be continuing.

TO HAVE AND TO HOLD the foregoing Mortgaged Property unto the Collateral Agent, for the ratable benefit of the Secured Parties, and their respective successors and assigns, forever, for the purposes and uses herein set forth, subject only to Permitted Liens.

PROVIDED, HOWEVER, that if the Secured Obligations shall be indefeasibly paid and performed in full in cash and all commitments of the Lenders under the Credit Agreement shall have terminated, then this Mortgage and the estate, lien, and security interest hereby created shall become null and void, and the Collateral Agent shall, at the expense of the Grantor, execute and deliver such instruments of release, satisfaction, and reconveyance as may be necessary to evidence the release of the lien of this Mortgage. Until such payment and performance in full and termination of commitments, this Mortgage shall remain in full force and effect.

ARTICLE I — DEFINITIONS

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. All references herein to "Articles," "Sections," and "Exhibits" shall be to articles, sections, and exhibits of this Mortgage unless otherwise specified. In the event of any inconsistency between the definitions set forth in this Article I and the definitions set forth in the Credit Agreement, the definitions in the Credit Agreement shall control, except with respect to matters specifically relating to Texas real property law.

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, together with its successors and assigns.

"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent for the Secured Parties under the Credit Agreement, the Security Agreement, and the other Loan Documents, together with its successors and assigns in such capacity.

"Credit Agreement" means the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time, as the same may be amended, restated, amended and restated, supplemented, replaced, refinanced, or otherwise modified from time to time.

"Event of Default" has the meaning ascribed to such term in the Credit Agreement.

"Fixtures" has the meaning set forth in Granting Clause II(d) of this Mortgage.

"Grantor" means Ridgepoint Specialty Coatings, LLC, a Texas limited liability company, together with its successors and assigns.

"Guarantee Agreement" means the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Improvements" means all buildings, structures, improvements, and appurtenances of every kind and nature now or hereafter erected, constructed, placed, or located on the Land, as more particularly described in Granting Clause II(b) of this Mortgage.

"Intercreditor Agreement" means the Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc., as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Land" means the real property more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

"Leases" has the meaning set forth in Granting Clause II(e) of this Mortgage.

"Loan Documents" has the meaning ascribed to such term in the Credit Agreement.

"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Leases, the Rents, and all other property, rights, and interests described in or covered by the Granting Clauses of this Mortgage.

"Permitted Liens" has the meaning ascribed to such term in the Credit Agreement, as applied to the Mortgaged Property. A list of Permitted Liens applicable to the Mortgaged Property is set forth in Exhibit B attached hereto.

"Rents" has the meaning set forth in Granting Clause II(e) of this Mortgage.

"Secured Obligations" means all "Obligations" as defined in the Credit Agreement, including, without limitation, (a) the aggregate outstanding principal amount of the Term Loan B Facility in the original principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), (b) all interest thereon (at the applicable rate of SOFR plus 400 basis points per annum, subject to a SOFR floor of 0.75%, and at the default rate of an additional 200 basis points above the applicable rate upon the occurrence of an Event of Default), (c) all fees, costs, expenses, and indemnification obligations payable under the Credit Agreement and the other Loan Documents, and (d) all amounts owing under the Guarantee Agreement by the Grantor in respect of the foregoing. The Secured Obligations are more particularly described in Exhibit C attached hereto.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders from time to time party to the Credit Agreement, together with their respective successors and assigns.

"Security Agreement" means the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Title Company" or "Title Insurer" means Landmark Title Assurance Company.

"UCC" means the Uniform Commercial Code as adopted in the State of Texas (Texas Business and Commerce Code), as the same may be amended, restated, or otherwise modified from time to time.

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 transactions contemplated hereby. The Grantor is duly qualified and authorized to do business and is in good standing in each jurisdiction where the ownership, leasing, or operation of the Mortgaged Property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.

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 to the Collateral Agent in connection with the closing of the Credit Agreement. No other limited liability company proceeding, consent, or approval on the part of the Grantor or its members is required in connection with the execution, delivery, and performance of this Mortgage.

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, instrument, or indenture to which the Grantor is a party or by which any of its properties or assets may be bound, (c) violate, contravene, or conflict with any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority, or (d) result in or require the creation or imposition of any lien on the Mortgaged Property or any other property of the Grantor, other than the lien created by this Mortgage and Permitted Liens.

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 only to Permitted Liens. Upon such recording, together with the filing of UCC financing statements as contemplated herein, the Collateral Agent will have a perfected first-priority lien on and security interest in the Mortgaged Property.

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 complete.

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 certain Credit Agreement dated as of June 14, 2019 (as amended, the "Prior Credit Agreement"), have been fully released and terminated in connection with the refinancing consummated on March 28, 2025. UCC-3 Termination Statements with respect to all prior UCC financing statements in favor of Atlas Meridian Bank, N.A. were duly filed with the Texas Secretary of State and, where applicable, in Harris County on March 31, 2025. Mortgage release instruments with respect to all prior mortgages and deeds of trust in favor of Atlas Meridian Bank, N.A. have been or will be filed of record in the Official Public Records of Harris County, Texas, prior to or contemporaneously with the recording of this Mortgage.

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 obtained and are in full force and effect. The current use of the Mortgaged Property as an industrial and manufacturing facility is a permitted use under the applicable zoning ordinances of the City of Houston and Harris County, Texas.

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 been damaged or destroyed and not repaired or restored.

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 liability insurance, business interruption insurance, and, if applicable, flood insurance. The primary property and casualty insurance carrier is Continental Shield Underwriters, Inc. (Policy No. CSU-HP-2025-4478), managed through the Grantor's insurance broker, Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive). All such insurance policies name the Collateral Agent, for the benefit of the Secured Parties, as mortgagee, loss payee, and additional insured, as applicable, in accordance with the requirements of the Credit Agreement.

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 Mortgaged Property in violation of any applicable Environmental Law, (c) no environmental claim, investigation, enforcement action, or proceeding has been asserted or commenced, or to the Grantor's knowledge threatened, against the Grantor or any prior owner of the Mortgaged Property with respect to any environmental condition on, under, or about the Mortgaged Property, and (d) no underground storage tanks are located on the Mortgaged Property. In connection with the transactions contemplated by the Credit Agreement and this Mortgage, a Phase I Environmental Site Assessment was conducted with respect to the Mortgaged Property by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager) (the "Phase I ESA"), and such Phase I ESA did not identify any recognized environmental conditions requiring further investigation or remediation as of the date thereof.

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, enter the Mortgaged Property through adjoining public streets or through perpetual easements, and are adequate for the current and contemplated use and operation of the Mortgaged Property as an industrial and manufacturing facility.

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, renewals, replacements, and improvements to the Mortgaged Property so that the condition and efficiency thereof shall at all times be maintained. The Grantor shall not demolish, remove, or materially alter any Improvement or any portion of the Mortgaged Property without the prior written consent of the Collateral Agent, except as may be expressly permitted under the Credit Agreement.

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 in a special flood hazard area as designated by the Federal Emergency Management Agency), earthquake, and other customary perils), in amounts not less than the full insurable replacement cost of the Improvements and Fixtures (without deduction for depreciation);

(b) commercial general liability insurance, including personal injury, bodily injury, and property damage coverage, with combined single limits of not less than the amount required under the Credit Agreement;

(d) such other insurance as may be required under the Credit Agreement or as may be reasonably required by the Collateral Agent from time to time.

All insurance policies required to be maintained under this Section 3.03 shall (i) be issued by insurance carriers reasonably satisfactory to the Collateral Agent and having a rating of at least "A-" by A.M. Best Company (or an equivalent rating by another nationally recognized insurance rating agency), (ii) name the Collateral Agent, for the benefit of the Secured Parties, as mortgagee, loss payee, and additional insured, as applicable, pursuant to standard mortgagee clauses reasonably satisfactory to the Collateral Agent, (iii) provide for at least thirty (30) days' prior written notice to the Collateral Agent of any cancellation, non-renewal, or material reduction in coverage, and (iv) contain such other terms and provisions as the Collateral Agent may reasonably require. The Grantor's primary property and casualty carrier shall be Continental Shield Underwriters, Inc., managed through Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive), or such other carrier as may be approved by the Collateral Agent. The Grantor shall deliver to the Collateral Agent certificates of insurance or, upon request, copies of all insurance policies promptly upon the issuance or renewal thereof.

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, assessment, or charge if (a) the amount, applicability, or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, (b) adequate reserves have been established in accordance with GAAP on the books and records of the Grantor or the Borrower with respect thereto, and (c) no risk of forfeiture or sale of the Mortgaged Property, or any part thereof, exists during the pendency of such contest. The Grantor shall promptly furnish to the Collateral Agent, upon reasonable request, evidence of the payment of all such taxes, assessments, and charges.

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, health and safety regulations, and accessibility requirements (including the Americans with Disabilities Act). The Grantor shall maintain all permits, licenses, certificates of occupancy, and governmental approvals necessary for the use and operation of the Mortgaged Property.

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) any other liens expressly permitted in writing by the Collateral Agent. The Grantor shall promptly discharge, satisfy, or bond any lien that is not a Permitted Lien and that attaches to the Mortgaged Property.

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 encumber the Mortgaged Property or any part thereof or any interest therein. Notwithstanding the foregoing, the Grantor may dispose of or transfer the Mortgaged Property to the extent expressly permitted under the asset disposition covenants of the Credit Agreement, including dispositions subject to the $25,000,000 annual de minimis basket and the reinvestment rights provisions (365 days from receipt of net cash proceeds, with an additional 180-day extension to 545 days if the Grantor or the Borrower has entered into a binding commitment to reinvest during the initial 365-day period), in each case subject to the mandatory prepayment provisions of the Credit Agreement.

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 accordance with the terms of the Credit Agreement. The Grantor shall duly and punctually perform and observe all obligations, terms, and conditions on the part of the landlord to be performed or observed under all existing and future Leases, and shall enforce or secure the performance of all obligations of the tenants thereunder. The Grantor shall deliver to the Collateral Agent, promptly upon request, true and complete copies of all Leases.

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 shall comply in all material respects with all applicable Environmental Laws with respect to the Mortgaged Property and the operations conducted thereon. The Grantor shall promptly notify the Collateral Agent in writing of (a) any release or threatened release of Hazardous Materials on, under, from, or about the Mortgaged Property in violation of any applicable Environmental Law, (b) any environmental claim, investigation, enforcement action, remediation requirement, or proceeding asserted or commenced, or to the Grantor's knowledge threatened, against the Grantor or the Mortgaged Property, and (c) any condition on, under, or about the Mortgaged Property that could reasonably be expected to give rise to liability under any Environmental Law or that could reasonably be expected to have a material adverse effect on the value, condition, or use of the Mortgaged Property.

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 reasonable time during normal business hours, including the right to inspect all books and records of the Grantor relating to the Mortgaged Property, to conduct environmental assessments and audits, and to take samples for testing. The Grantor shall cooperate with and facilitate any such inspection. The reasonable costs and expenses of any such inspection or assessment shall be borne by the Grantor if (i) such inspection is conducted during the continuance of an Event of Default, or (ii) such inspection reveals a material deficiency in the condition or maintenance of the Mortgaged Property or a violation of any Environmental Law.

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 further actions, as the Collateral Agent may from time to time reasonably request in order to (a) further evidence, create, perfect, maintain, and protect the first-priority lien and security interest of this Mortgage on and in the Mortgaged Property, (b) facilitate the collection of the Rents and the realization of the Mortgaged Property, and (c) otherwise effectuate the purposes of this Mortgage and the other Loan Documents.

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 the part of the Grantor or the Collateral Agent. The Grantor hereby authorizes the Collateral Agent to file such UCC financing statements, amendments, or continuation statements as may be necessary or desirable to perfect the security interest of the Collateral Agent in any such after-acquired property.

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 paid, (c) whether any default or event of default exists under such Lease, (d) the amount of any security deposit held by the Grantor under such Lease, and (e) such other information as the Collateral Agent may reasonably request.

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 Council), or in violation of any applicable anti-corruption laws (including the Foreign Corrupt Practices Act of 1977, as amended) or anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act). The Grantor shall not permit any tenant, subtenant, or occupant of the Mortgaged Property to be or become a Sanctioned Person, or to use the Mortgaged Property or any portion thereof in violation of any Sanctions. The Grantor shall promptly notify the Collateral Agent if it becomes aware of any violation of this Section 3.14.

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, including, without limitation, all subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral) relating to the use, enjoyment, or occupancy of the Mortgaged Property or any part thereof, together with all extensions, renewals, modifications, and amendments thereof, and all guarantees, security deposits, letters of credit, and other credit support given in connection therewith. The Grantor further absolutely and unconditionally assigns to the Collateral Agent all Rents now due or which may hereafter become due under any of the Leases or in connection with the use, enjoyment, or occupancy of the Mortgaged Property. This assignment is intended to be, and shall be construed as, an absolute and present assignment and not merely an assignment for additional security.

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 in accordance with the Loan Documents. The License granted pursuant to this Section 4.02 shall be exercised by the Grantor in compliance with the terms and provisions of this Mortgage, the Credit Agreement, and the other Loan Documents. The Grantor shall hold all Rents collected by it in trust for the benefit of the Collateral Agent and the Secured Parties until such Rents are applied in accordance with the Loan Documents.

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 occupants of the Mortgaged Property to pay all Rents directly to the Collateral Agent, (b) enter upon the Mortgaged Property and collect all Rents directly from tenants and other occupants, (c) apply such Rents, after payment of all reasonable costs and expenses of collection (including, without limitation, reasonable attorneys' fees, management fees, and costs of maintenance and repair of the Mortgaged Property), to the Secured Obligations in such order as the Collateral Agent may determine in its discretion consistent with the terms of the Credit Agreement, and (d) exercise all rights and remedies of the Grantor as landlord under any and all Leases. No tenant or other occupant of the Mortgaged Property shall be liable to the Grantor for payment of Rents to the Collateral Agent in accordance with written instructions of the Collateral Agent. The collection of Rents by the Collateral Agent pursuant to this Section 4.03 shall not constitute a waiver of any Event of Default, a cure of any Event of Default, or a waiver of any other right or remedy of the Collateral Agent.

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, or any foreclosure of this Mortgage.

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 Agreement, subject to applicable notice and cure periods set forth therein), (iii) representation defaults (any representation or warranty made by any Loan Party proving to have been incorrect in any material respect when made or confirmed), (iv) cross-defaults to other Indebtedness in excess of the threshold amount specified in the Credit Agreement, (v) bankruptcy and insolvency events (including voluntary and involuntary petitions and proceedings), (vi) a Change of Control (as defined in the Credit Agreement), (vii) the entry of one or more judgments against any Loan Party in an aggregate amount in excess of the threshold specified in the Credit Agreement that remain undischarged, unstayed, or unbonded for a period in excess of sixty (60) consecutive days, and (viii) any other event constituting an Event of Default under the Credit Agreement; and

(b) the breach by the Grantor of any representation, warranty, covenant, or agreement contained in this Mortgage that remains unremedied after the expiration of any applicable notice and cure periods, if any, set forth in the Credit Agreement or this Mortgage; provided that, to the extent any covenant in this Mortgage is also a covenant under the Credit Agreement, the notice and cure periods applicable under the Credit Agreement shall apply.

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) Acceleration. Declare the entire unpaid balance of the Secured Obligations, together with all accrued and unpaid interest, fees, costs, expenses, and other amounts payable thereunder, to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Grantor to the fullest extent permitted by applicable law.

(b) Foreclosure. Institute proceedings to foreclose this Mortgage by judicial foreclosure in any court of competent jurisdiction or exercise the power of sale granted herein in accordance with the provisions of Texas Property Code, Chapter 51, as more particularly set forth in Section 5.03 below.

(c) Possession. Enter upon and take possession of the Mortgaged Property and any part thereof, with or without legal process, and manage, operate, and control the Mortgaged Property and make all necessary repairs, alterations, and improvements, and collect and receive all Rents and other income therefrom, and apply the same, after deducting all expenses of operation, management, maintenance, and repair, to the Secured Obligations in such order and priority as the Collateral Agent may determine.

(d) Collection of Rents. Collect all Rents, whether by demand, suit, or otherwise, and apply such Rents, after payment of all costs and expenses of collection, to the Secured Obligations.

(e) UCC Remedies. Exercise all rights and remedies available to a secured party under Chapter 9 of the Texas Business and Commerce Code and under any other applicable law with respect to the personal property and Fixtures included in the Mortgaged Property, including, without limitation, the right to take possession of, sell, lease, or otherwise dispose of any or all of such personal property and Fixtures, whether in conjunction with or separately from the foreclosure of the real property lien created by this Mortgage.

(f) Receiver. Apply for and obtain the appointment of a receiver for the Mortgaged Property, as more particularly set forth in Section 5.05 below.

(g) Other Remedies. Exercise any other right or remedy available to the Collateral Agent or the Secured Parties at law or in equity, under the Credit Agreement, the Security Agreement, or any other Loan Document, or under any other applicable law, including, without limitation, the right to pursue any deficiency judgment against the Grantor or any other Loan Party to the extent permitted by applicable law.

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 Agent (or its designated trustee) may exercise the power of sale hereby granted in accordance with the provisions of Texas Property Code Sections 51.002 et seq., as the same may be amended from time to time. In connection with any such sale, the Collateral Agent (or its designated trustee) shall comply with the following procedures:

(i) The Collateral Agent (or its designated trustee) shall give written notice of the proposed sale to the Grantor and to each other person required by applicable law to receive such notice by certified mail, return receipt requested, at least twenty-one (21) days before the date of the sale.

(ii) The Collateral Agent (or its designated trustee) shall post notice of the proposed sale at the Harris County courthouse door (or such other location designated by the Harris County Commissioners Court for the posting of foreclosure notices) and shall file a copy of such notice with the Harris County Clerk, in each case at least twenty-one (21) days before the date of the sale.

(iii) The sale shall take place at public auction at the area designated for such sales at the Harris County courthouse in Houston, Texas, on the first Tuesday of the month between the hours of 10:00 a.m. and 4:00 p.m. (or such other time or location as may be designated in accordance with applicable law), to the highest bidder for cash.

(iv) The Collateral Agent, for the benefit of the Secured Parties, or any Secured Party may bid at any such sale and may purchase the Mortgaged Property or any part thereof.

(b) Designation of Substitute Trustee. The Collateral Agent may, at any time and from time to time, without notice to the Grantor or any other person, appoint a substitute trustee to act in the place and stead of the trustee under this Mortgage, by filing a written appointment in the Official Public Records of Harris County, Texas. Any substitute trustee so appointed shall have all the rights, powers, and duties of the original trustee under this Mortgage.

(c) Application of Sale Proceeds. The proceeds of any sale conducted pursuant to this Section 5.03 shall be applied in the following order of priority: (i) first, to the payment of all costs and expenses of the sale, including, without limitation, the trustee's fees and commissions, reasonable attorneys' fees, costs of title evidence, costs of advertising, and all other costs and expenses incurred in connection with the sale; (ii) second, to the payment of all Secured Obligations, in such order and priority as the Collateral Agent may determine in its discretion, consistent with the terms of the Credit Agreement; and (iii) third, any surplus remaining after full satisfaction of the foregoing shall be paid to the Grantor, or as otherwise required by applicable law.

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 recover in any such proceeding all costs and expenses incident thereto, including, without limitation, reasonable attorneys' fees and costs to the fullest extent permitted by applicable law. The institution of judicial foreclosure proceedings shall not constitute a waiver of the Collateral Agent's right to exercise the power of sale granted herein, and the Collateral Agent may, at any time prior to entry of a final judgment of foreclosure, discontinue judicial proceedings and proceed under the power of sale.

Section 5.05 — Recei

AFTER RECORDING RETURN TO:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung
PROPERTY ADDRESS: 9100 Westpark Industrial Boulevard, Houston, TX 77063
COUNTY OF RECORDING: Harris County, Texas
PREPARED BY: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017
TAX PARCEL ID: [To be inserted — Harris County Appraisal District parcel number]
APPRAISED VALUE OF MORTGAGED PROPERTY: $28,000,000 (per appraisal dated March 3, 2025, by Greystone Valuation Services, Inc., Daniel Pritchard, MAI, Lead Appraiser)
NOTE: This instrument is a post-closing deliverable under that certain Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent; delivery due by April 30, 2025.
MORTGAGE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Effective as of March 28, 2025
by
RIDGEPOINT SPECIALTY COATINGS, LLC a Texas limited liability company
as Grantor
in favor of
CRESCENT HARBOR BANK, N.A. a national banking association, in its capacity as Collateral Agent for the Secured Parties
as Grantee/Mortgagee
Relating to Property Located at: 9100 Westpark Industrial Boulevard Houston, Texas 77063 Harris County, Texas
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MORTGAGE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
THIS MORTGAGE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Mortgage"), effective as of March 28, 2025 (the "Effective Date"), is made by RIDGEPOINT SPECIALTY COATINGS, LLC, a Texas limited liability company (the "Grantor" or "Mortgagor"), having its principal place of business at 9100 Westpark Industrial Boulevard, Houston, Texas 77063, in favor of CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined below) (in such capacity, the "Collateral Agent," "Mortgagee," or "Grantee"), having an address at 320 Federal Street, Boston, Massachusetts 02110.
The Grantor, Ridgepoint Specialty Coatings, LLC, is a Subsidiary Guarantor under the Credit Agreement (as defined below). The Grantor is a Texas limited liability company, organized and existing under the laws of the State of Texas, with its registered agent located in the State of Texas. The Grantor was acquired by Nexford Industrial Holdings Inc. in 2023 and operates as the property-holding subsidiary for the Coatings & Surface Technologies facility described herein.
The Collateral Agent acts for the benefit of the Secured Parties under that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), having its principal executive offices at 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Employer Identification Number: 36-4178552), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time.
This Mortgage is delivered pursuant to, and secures the obligations of the Grantor under, the Guarantee Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, and the Security Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.
The Secured Obligations include all Obligations as defined in the Credit Agreement, including, without limitation, all amounts owing under the $1,400,000,000 senior secured Term Loan B facility, together with all interest thereon (calculated at a rate equal to SOFR plus 400 basis points per annum, subject to a SOFR floor of 0.75%), all fees, costs, expenses, indemnification obligations, and all other amounts owing from time to time under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement).
RECITALS
A. The Borrower, Nexford Industrial Holdings Inc., has entered into the Credit Agreement, which provides for, among other things, a senior secured Term Loan B facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), maturing on March 28, 2032 (the "Term Loan B Facility"), and the Lenders have extended credit to the Borrower thereunder.
B. The Grantor, Ridgepoint Specialty Coatings, LLC, is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Guarantee Agreement. Pursuant to the Guarantee Agreement, the Grantor has unconditionally guaranteed the full and punctual payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.
C. The Credit Agreement requires, as a post-closing deliverable due no later than April 30, 2025, the delivery by each Loan Party of mortgages, deeds of trust, and related title insurance policies covering each parcel of owned real property having a fair market value in excess of $10,000,000, together with all related documentation necessary to create and perfect a first-priority lien in favor of the Collateral Agent on such real property for the benefit of the Secured Parties.
D. The Grantor is the fee simple owner of that certain real property located at 9100 Westpark Industrial Boulevard, Houston, Texas 77063, in Harris County, Texas (together with all improvements, fixtures, and appurtenances thereto, the "Mortgaged Property"), which serves as the Coatings & Surface Technologies manufacturing and distribution facility operated by the Nexford group of companies. The Mortgaged Property has been appraised at a fair market value of $28,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, Lead Appraiser) in an appraisal report dated March 3, 2025.
E. The Grantor has agreed to execute and deliver this Mortgage to secure its obligations under the Guarantee Agreement and to further secure the Secured Obligations, in accordance with the requirements of the Credit Agreement and the Security Agreement.
F. The security interests and liens granted hereunder are subject to the terms and provisions of that certain Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, Pinnacle Trust Company, in its capacity as Unsecured Notes Trustee (as trustee under that certain indenture governing the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford Industrial Holdings Inc.), and Nexford Industrial Holdings Inc.
NOW, THEREFORE, in consideration of the premises set forth herein, the indebtedness secured hereby, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor does hereby agree as follows:
GRANTING CLAUSES
GRANTING CLAUSE I — GRANT OF MORTGAGE LIEN
Ridgepoint Specialty Coatings, LLC, as Grantor, hereby irrevocably MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS, PLEDGES, AND HYPOTHECATES unto Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, for the ratable benefit of the Secured Parties, and their respective successors and assigns, WITH POWER OF SALE, a first-priority lien on and security interest in all of the Grantor's right, title, and interest in and to the property described in Granting Clause II below (collectively, the "Mortgaged Property"), TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, and appurtenances thereunto belonging, unto the Collateral Agent, for the benefit of the Secured Parties, and their respective successors and assigns, forever, subject only to Permitted Liens, for the purposes and upon the terms and conditions set forth in this Mortgage.
This Mortgage is given to secure the prompt and complete payment and performance of all Secured Obligations (as defined herein and in the Credit Agreement), and the Grantor covenants that it will faithfully pay and perform all such Secured Obligations in accordance with the terms of the Credit Agreement, the Guarantee Agreement, and the other Loan Documents.
GRANTING CLAUSE II — DESCRIPTION OF MORTGAGED PROPERTY
The Mortgaged Property subject to the lien and security interest created by this Mortgage includes all of the following property and rights, whether now owned or hereafter acquired by the Grantor:
(a) Land. All that certain lot, tract, or parcel of land situated in Harris County, Texas, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"), commonly known as 9100 Westpark Industrial Boulevard, Houston, Texas 77063, together with all right, title, and interest of the Grantor in and to any land lying in the bed of any street, road, or avenue, opened or proposed, in front of, at the side of, or adjoining the Land to the center line thereof and all right, title, and interest of the Grantor in and to any strips and gores of land adjacent to or used in connection with the Land.
(b) Improvements. All buildings, structures, improvements, and appurtenances of every kind and nature now or hereafter erected, constructed, placed, or located on the Land (collectively, the "Improvements"), including, without limitation, the industrial and manufacturing facility currently used as the Coatings & Surface Technologies plant, together with all warehousing, office, and ancillary structures, loading docks, parking structures, fencing, paving, sidewalks, landscaping, signage, and all other improvements of every kind and nature, whether now existing or hereafter constructed on the Land, and all replacements thereof and additions and accessions thereto.
(c) Easements and Appurtenances. All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water and water rights, water courses, water stock, mineral rights (to the extent owned by the Grantor), air rights, development rights, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments, and appurtenances belonging, relating, or in any way appertaining to the Land or the Improvements, or any part thereof, or which hereafter shall in any way belong, relate, or be appurtenant thereto, whether now owned or hereafter acquired by the Grantor, together with any and all reversionary interests of the Grantor in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Land, and together with all accesses to and from the Land by whatever means.
(d) Fixtures. All fixtures, machinery, equipment, building materials, appliances, and goods of every nature whatsoever now or hereafter located in, on, or about, or affixed or attached to, or used or intended to be used in connection with (or with the operation of) the Land and the Improvements, including, without limitation, all heating, ventilating, and air-conditioning systems and equipment, plumbing systems and fixtures, lighting systems and fixtures, communications and telecommunications equipment, elevator and escalator systems, fire prevention and extinguishing systems and equipment, security and access control systems, electrical systems, wiring and conduit, water-treatment and filtration systems, boiler and chiller equipment, generators, compressors, engines, pipes, pumps, tanks, motors, conduits, switchboards, transformers, and all manufacturing equipment permanently affixed thereto or used in connection with the Coatings & Surface Technologies operations, including coating application lines, mixing vessels, curing ovens, clean rooms, environmental control systems, and all other industrial process equipment (collectively, the "Fixtures"), and all replacements thereof and substitutions therefor. This instrument constitutes a fixture filing and is to be filed for record in the real property records of Harris County, Texas. This instrument is also to serve as a financing statement filed as a fixture filing under Section 9.502 of the Texas Business and Commerce Code (the "UCC").
(e) Leases and Rents. All leases, subleases, sub-subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral) now or hereafter in effect that affect all or any part of the Mortgaged Property or the use, enjoyment, occupancy, or operation thereof, together with all amendments, modifications, extensions, renewals, guaranties, and other agreements relating thereto (collectively, the "Leases"), and all rents, additional rents, issues, profits, revenues, royalties, bonuses, income, receipts, security deposits, escrow funds, and other benefits and payments of any kind now or hereafter arising from or payable under the Leases or derived from or in connection with the Mortgaged Property or any part thereof (collectively, the "Rents").
(f) Insurance and Condemnation Proceeds. All proceeds of any and all insurance policies now or hereafter covering the Mortgaged Property or any part thereof (including, without limitation, all claims, demands, and causes of action arising out of any loss, damage, or destruction of the Mortgaged Property), and all awards, damages, compensation, settlements, and other payments heretofore made or hereafter to be made as a result of or in lieu of any taking, appropriation, or condemnation of the Mortgaged Property or any part thereof by any governmental or quasi-governmental authority or entity, whether under the power of eminent domain or otherwise.
(g) Accounts and Intangibles. All accounts, accounts receivable, general intangibles, payment intangibles, contract rights, chattel paper (whether tangible or electronic), instruments, documents, deposit accounts, letter-of-credit rights, and other personal property and rights of every kind and nature, in each case to the extent related to the ownership, use, operation, or disposition of the Mortgaged Property or any part thereof, including, without limitation, all permits, licenses, approvals, certificates of occupancy, and governmental authorizations and entitlements relating to the construction, use, occupancy, or operation of the Mortgaged Property, and all trade names, trademarks, and service marks arising out of or relating to the operation of the Mortgaged Property.
(h) Proceeds. All proceeds, products, offspring, rents, and profits of any and all of the foregoing described in clauses (a) through (g) above, including, without limitation, all cash and non-cash proceeds, insurance proceeds, condemnation awards, and any other amounts received upon the sale, exchange, transfer, collection, or other disposition of any of the foregoing, in whatever form, including all claims of the Grantor against third parties for loss of, damage to, or destruction of any of the foregoing.
GRANTING CLAUSE III — SECURITY INTEREST GRANT (PERSONAL PROPERTY)
In addition to and not in limitation of the mortgage lien granted above, the Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing security interest under Chapter 9 of the Texas Business and Commerce Code (and, to the extent applicable, the Uniform Commercial Code of any other relevant jurisdiction) in all personal property described in this Mortgage, including, without limitation, the Fixtures, the Leases, the Rents, all accounts, general intangibles, contract rights, chattel paper, instruments, documents, deposit accounts, insurance proceeds, condemnation awards, and all other personal property of the Grantor, in each case to the extent such property relates to or arises from the Mortgaged Property, and all proceeds and products of the foregoing, to the extent that such items may not be effectively covered, encumbered, or reached by the real property lien created by this Mortgage. This security interest is granted as a supplement to, and not in substitution for, the real property lien and security interest created by the other provisions of this Mortgage.
GRANTING CLAUSE IV — ASSIGNMENT OF LEASES AND RENTS
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 and to all existing and future Leases and Rents, together with any and all guarantees, letters of credit, security deposits, and other credit support given in connection therewith. This assignment is an absolute assignment and not merely an assignment for additional security; provided, however, that the Grantor shall have a revocable license, subject to the terms of Article IV of this Mortgage, to collect, retain, and use the Rents in the ordinary course of business so long as no Event of Default shall have occurred and be continuing.
TO HAVE AND TO HOLD the foregoing Mortgaged Property unto the Collateral Agent, for the ratable benefit of the Secured Parties, and their respective successors and assigns, forever, for the purposes and uses herein set forth, subject only to Permitted Liens.
PROVIDED, HOWEVER, that if the Secured Obligations shall be indefeasibly paid and performed in full in cash and all commitments of the Lenders under the Credit Agreement shall have terminated, then this Mortgage and the estate, lien, and security interest hereby created shall become null and void, and the Collateral Agent shall, at the expense of the Grantor, execute and deliver such instruments of release, satisfaction, and reconveyance as may be necessary to evidence the release of the lien of this Mortgage. Until such payment and performance in full and termination of commitments, this Mortgage shall remain in full force and effect.
ARTICLE I — DEFINITIONS
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. All references herein to "Articles," "Sections," and "Exhibits" shall be to articles, sections, and exhibits of this Mortgage unless otherwise specified. In the event of any inconsistency between the definitions set forth in this Article I and the definitions set forth in the Credit Agreement, the definitions in the Credit Agreement shall control, except with respect to matters specifically relating to Texas real property law.
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, together with its successors and assigns.
"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent for the Secured Parties under the Credit Agreement, the Security Agreement, and the other Loan Documents, together with its successors and assigns in such capacity.
"Credit Agreement" means the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time, as the same may be amended, restated, amended and restated, supplemented, replaced, refinanced, or otherwise modified from time to time.
"Event of Default" has the meaning ascribed to such term in the Credit Agreement.
"Fixtures" has the meaning set forth in Granting Clause II(d) of this Mortgage.
"Grantor" means Ridgepoint Specialty Coatings, LLC, a Texas limited liability company, together with its successors and assigns.
"Guarantee Agreement" means the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Improvements" means all buildings, structures, improvements, and appurtenances of every kind and nature now or hereafter erected, constructed, placed, or located on the Land, as more particularly described in Granting Clause II(b) of this Mortgage.
"Intercreditor Agreement" means the Intercreditor Agreement (First Lien/Unsecured) dated as of March 28, 2025, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc., as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Land" means the real property more particularly described in Exhibit A attached hereto and incorporated herein by this reference.
"Leases" has the meaning set forth in Granting Clause II(e) of this Mortgage.
"Loan Documents" has the meaning ascribed to such term in the Credit Agreement.
"Mortgaged Property" means, collectively, the Land, the Improvements, the Fixtures, the Leases, the Rents, and all other property, rights, and interests described in or covered by the Granting Clauses of this Mortgage.
"Permitted Liens" has the meaning ascribed to such term in the Credit Agreement, as applied to the Mortgaged Property. A list of Permitted Liens applicable to the Mortgaged Property is set forth in Exhibit B attached hereto.
"Rents" has the meaning set forth in Granting Clause II(e) of this Mortgage.
"Secured Obligations" means all "Obligations" as defined in the Credit Agreement, including, without limitation, (a) the aggregate outstanding principal amount of the Term Loan B Facility in the original principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), (b) all interest thereon (at the applicable rate of SOFR plus 400 basis points per annum, subject to a SOFR floor of 0.75%, and at the default rate of an additional 200 basis points above the applicable rate upon the occurrence of an Event of Default), (c) all fees, costs, expenses, and indemnification obligations payable under the Credit Agreement and the other Loan Documents, and (d) all amounts owing under the Guarantee Agreement by the Grantor in respect of the foregoing. The Secured Obligations are more particularly described in Exhibit C attached hereto.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders from time to time party to the Credit Agreement, together with their respective successors and assigns.
"Security Agreement" means the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Title Company" or "Title Insurer" means Landmark Title Assurance Company.
"UCC" means the Uniform Commercial Code as adopted in the State of Texas (Texas Business and Commerce Code), as the same may be amended, restated, or otherwise modified from time to time.
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 transactions contemplated hereby. The Grantor is duly qualified and authorized to do business and is in good standing in each jurisdiction where the ownership, leasing, or operation of the Mortgaged Property or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.
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 to the Collateral Agent in connection with the closing of the Credit Agreement. No other limited liability company proceeding, consent, or approval on the part of the Grantor or its members is required in connection with the execution, delivery, and performance of this Mortgage.
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, instrument, or indenture to which the Grantor is a party or by which any of its properties or assets may be bound, (c) violate, contravene, or conflict with any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority, or (d) result in or require the creation or imposition of any lien on the Mortgaged Property or any other property of the Grantor, other than the lien created by this Mortgage and Permitted Liens.
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 only to Permitted Liens. Upon such recording, together with the filing of UCC financing statements as contemplated herein, the Collateral Agent will have a perfected first-priority lien on and security interest in the Mortgaged Property.
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 complete.
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 certain Credit Agreement dated as of June 14, 2019 (as amended, the "Prior Credit Agreement"), have been fully released and terminated in connection with the refinancing consummated on March 28, 2025. UCC-3 Termination Statements with respect to all prior UCC financing statements in favor of Atlas Meridian Bank, N.A. were duly filed with the Texas Secretary of State and, where applicable, in Harris County on March 31, 2025. Mortgage release instruments with respect to all prior mortgages and deeds of trust in favor of Atlas Meridian Bank, N.A. have been or will be filed of record in the Official Public Records of Harris County, Texas, prior to or contemporaneously with the recording of this Mortgage.
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 obtained and are in full force and effect. The current use of the Mortgaged Property as an industrial and manufacturing facility is a permitted use under the applicable zoning ordinances of the City of Houston and Harris County, Texas.
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 been damaged or destroyed and not repaired or restored.
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 liability insurance, business interruption insurance, and, if applicable, flood insurance. The primary property and casualty insurance carrier is Continental Shield Underwriters, Inc. (Policy No. CSU-HP-2025-4478), managed through the Grantor's insurance broker, Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive). All such insurance policies name the Collateral Agent, for the benefit of the Secured Parties, as mortgagee, loss payee, and additional insured, as applicable, in accordance with the requirements of the Credit Agreement.
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 Mortgaged Property in violation of any applicable Environmental Law, (c) no environmental claim, investigation, enforcement action, or proceeding has been asserted or commenced, or to the Grantor's knowledge threatened, against the Grantor or any prior owner of the Mortgaged Property with respect to any environmental condition on, under, or about the Mortgaged Property, and (d) no underground storage tanks are located on the Mortgaged Property. In connection with the transactions contemplated by the Credit Agreement and this Mortgage, a Phase I Environmental Site Assessment was conducted with respect to the Mortgaged Property by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager) (the "Phase I ESA"), and such Phase I ESA did not identify any recognized environmental conditions requiring further investigation or remediation as of the date thereof.
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, enter the Mortgaged Property through adjoining public streets or through perpetual easements, and are adequate for the current and contemplated use and operation of the Mortgaged Property as an industrial and manufacturing facility.
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, renewals, replacements, and improvements to the Mortgaged Property so that the condition and efficiency thereof shall at all times be maintained. The Grantor shall not demolish, remove, or materially alter any Improvement or any portion of the Mortgaged Property without the prior written consent of the Collateral Agent, except as may be expressly permitted under the Credit Agreement.
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 in a special flood hazard area as designated by the Federal Emergency Management Agency), earthquake, and other customary perils), in amounts not less than the full insurable replacement cost of the Improvements and Fixtures (without deduction for depreciation);
(b) commercial general liability insurance, including personal injury, bodily injury, and property damage coverage, with combined single limits of not less than the amount required under the Credit Agreement;
(c) business interruption or loss-of-rents insurance, covering a period of not less than twelve (12) months; and
(d) such other insurance as may be required under the Credit Agreement or as may be reasonably required by the Collateral Agent from time to time.
All insurance policies required to be maintained under this Section 3.03 shall (i) be issued by insurance carriers reasonably satisfactory to the Collateral Agent and having a rating of at least "A-" by A.M. Best Company (or an equivalent rating by another nationally recognized insurance rating agency), (ii) name the Collateral Agent, for the benefit of the Secured Parties, as mortgagee, loss payee, and additional insured, as applicable, pursuant to standard mortgagee clauses reasonably satisfactory to the Collateral Agent, (iii) provide for at least thirty (30) days' prior written notice to the Collateral Agent of any cancellation, non-renewal, or material reduction in coverage, and (iv) contain such other terms and provisions as the Collateral Agent may reasonably require. The Grantor's primary property and casualty carrier shall be Continental Shield Underwriters, Inc., managed through Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive), or such other carrier as may be approved by the Collateral Agent. The Grantor shall deliver to the Collateral Agent certificates of insurance or, upon request, copies of all insurance policies promptly upon the issuance or renewal thereof.
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, assessment, or charge if (a) the amount, applicability, or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, (b) adequate reserves have been established in accordance with GAAP on the books and records of the Grantor or the Borrower with respect thereto, and (c) no risk of forfeiture or sale of the Mortgaged Property, or any part thereof, exists during the pendency of such contest. The Grantor shall promptly furnish to the Collateral Agent, upon reasonable request, evidence of the payment of all such taxes, assessments, and charges.
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, health and safety regulations, and accessibility requirements (including the Americans with Disabilities Act). The Grantor shall maintain all permits, licenses, certificates of occupancy, and governmental approvals necessary for the use and operation of the Mortgaged Property.
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) any other liens expressly permitted in writing by the Collateral Agent. The Grantor shall promptly discharge, satisfy, or bond any lien that is not a Permitted Lien and that attaches to the Mortgaged Property.
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 encumber the Mortgaged Property or any part thereof or any interest therein. Notwithstanding the foregoing, the Grantor may dispose of or transfer the Mortgaged Property to the extent expressly permitted under the asset disposition covenants of the Credit Agreement, including dispositions subject to the $25,000,000 annual de minimis basket and the reinvestment rights provisions (365 days from receipt of net cash proceeds, with an additional 180-day extension to 545 days if the Grantor or the Borrower has entered into a binding commitment to reinvest during the initial 365-day period), in each case subject to the mandatory prepayment provisions of the Credit Agreement.
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 accordance with the terms of the Credit Agreement. The Grantor shall duly and punctually perform and observe all obligations, terms, and conditions on the part of the landlord to be performed or observed under all existing and future Leases, and shall enforce or secure the performance of all obligations of the tenants thereunder. The Grantor shall deliver to the Collateral Agent, promptly upon request, true and complete copies of all Leases.
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 shall comply in all material respects with all applicable Environmental Laws with respect to the Mortgaged Property and the operations conducted thereon. The Grantor shall promptly notify the Collateral Agent in writing of (a) any release or threatened release of Hazardous Materials on, under, from, or about the Mortgaged Property in violation of any applicable Environmental Law, (b) any environmental claim, investigation, enforcement action, remediation requirement, or proceeding asserted or commenced, or to the Grantor's knowledge threatened, against the Grantor or the Mortgaged Property, and (c) any condition on, under, or about the Mortgaged Property that could reasonably be expected to give rise to liability under any Environmental Law or that could reasonably be expected to have a material adverse effect on the value, condition, or use of the Mortgaged Property.
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 reasonable time during normal business hours, including the right to inspect all books and records of the Grantor relating to the Mortgaged Property, to conduct environmental assessments and audits, and to take samples for testing. The Grantor shall cooperate with and facilitate any such inspection. The reasonable costs and expenses of any such inspection or assessment shall be borne by the Grantor if (i) such inspection is conducted during the continuance of an Event of Default, or (ii) such inspection reveals a material deficiency in the condition or maintenance of the Mortgaged Property or a violation of any Environmental Law.
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 further actions, as the Collateral Agent may from time to time reasonably request in order to (a) further evidence, create, perfect, maintain, and protect the first-priority lien and security interest of this Mortgage on and in the Mortgaged Property, (b) facilitate the collection of the Rents and the realization of the Mortgaged Property, and (c) otherwise effectuate the purposes of this Mortgage and the other Loan Documents.
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 the part of the Grantor or the Collateral Agent. The Grantor hereby authorizes the Collateral Agent to file such UCC financing statements, amendments, or continuation statements as may be necessary or desirable to perfect the security interest of the Collateral Agent in any such after-acquired property.
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 paid, (c) whether any default or event of default exists under such Lease, (d) the amount of any security deposit held by the Grantor under such Lease, and (e) such other information as the Collateral Agent may reasonably request.
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 Council), or in violation of any applicable anti-corruption laws (including the Foreign Corrupt Practices Act of 1977, as amended) or anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act). The Grantor shall not permit any tenant, subtenant, or occupant of the Mortgaged Property to be or become a Sanctioned Person, or to use the Mortgaged Property or any portion thereof in violation of any Sanctions. The Grantor shall promptly notify the Collateral Agent if it becomes aware of any violation of this Section 3.14.
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, including, without limitation, all subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral) relating to the use, enjoyment, or occupancy of the Mortgaged Property or any part thereof, together with all extensions, renewals, modifications, and amendments thereof, and all guarantees, security deposits, letters of credit, and other credit support given in connection therewith. The Grantor further absolutely and unconditionally assigns to the Collateral Agent all Rents now due or which may hereafter become due under any of the Leases or in connection with the use, enjoyment, or occupancy of the Mortgaged Property. This assignment is intended to be, and shall be construed as, an absolute and present assignment and not merely an assignment for additional security.
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 in accordance with the Loan Documents. The License granted pursuant to this Section 4.02 shall be exercised by the Grantor in compliance with the terms and provisions of this Mortgage, the Credit Agreement, and the other Loan Documents. The Grantor shall hold all Rents collected by it in trust for the benefit of the Collateral Agent and the Secured Parties until such Rents are applied in accordance with the Loan Documents.
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 occupants of the Mortgaged Property to pay all Rents directly to the Collateral Agent, (b) enter upon the Mortgaged Property and collect all Rents directly from tenants and other occupants, (c) apply such Rents, after payment of all reasonable costs and expenses of collection (including, without limitation, reasonable attorneys' fees, management fees, and costs of maintenance and repair of the Mortgaged Property), to the Secured Obligations in such order as the Collateral Agent may determine in its discretion consistent with the terms of the Credit Agreement, and (d) exercise all rights and remedies of the Grantor as landlord under any and all Leases. No tenant or other occupant of the Mortgaged Property shall be liable to the Grantor for payment of Rents to the Collateral Agent in accordance with written instructions of the Collateral Agent. The collection of Rents by the Collateral Agent pursuant to this Section 4.03 shall not constitute a waiver of any Event of Default, a cure of any Event of Default, or a waiver of any other right or remedy of the Collateral Agent.
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, or any foreclosure of this Mortgage.
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 Agreement, subject to applicable notice and cure periods set forth therein), (iii) representation defaults (any representation or warranty made by any Loan Party proving to have been incorrect in any material respect when made or confirmed), (iv) cross-defaults to other Indebtedness in excess of the threshold amount specified in the Credit Agreement, (v) bankruptcy and insolvency events (including voluntary and involuntary petitions and proceedings), (vi) a Change of Control (as defined in the Credit Agreement), (vii) the entry of one or more judgments against any Loan Party in an aggregate amount in excess of the threshold specified in the Credit Agreement that remain undischarged, unstayed, or unbonded for a period in excess of sixty (60) consecutive days, and (viii) any other event constituting an Event of Default under the Credit Agreement; and
(b) the breach by the Grantor of any representation, warranty, covenant, or agreement contained in this Mortgage that remains unremedied after the expiration of any applicable notice and cure periods, if any, set forth in the Credit Agreement or this Mortgage; provided that, to the extent any covenant in this Mortgage is also a covenant under the Credit Agreement, the notice and cure periods applicable under the Credit Agreement shall apply.
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) Acceleration. Declare the entire unpaid balance of the Secured Obligations, together with all accrued and unpaid interest, fees, costs, expenses, and other amounts payable thereunder, to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Grantor to the fullest extent permitted by applicable law.
(b) Foreclosure. Institute proceedings to foreclose this Mortgage by judicial foreclosure in any court of competent jurisdiction or exercise the power of sale granted herein in accordance with the provisions of Texas Property Code, Chapter 51, as more particularly set forth in Section 5.03 below.
(c) Possession. Enter upon and take possession of the Mortgaged Property and any part thereof, with or without legal process, and manage, operate, and control the Mortgaged Property and make all necessary repairs, alterations, and improvements, and collect and receive all Rents and other income therefrom, and apply the same, after deducting all expenses of operation, management, maintenance, and repair, to the Secured Obligations in such order and priority as the Collateral Agent may determine.
(d) Collection of Rents. Collect all Rents, whether by demand, suit, or otherwise, and apply such Rents, after payment of all costs and expenses of collection, to the Secured Obligations.
(e) UCC Remedies. Exercise all rights and remedies available to a secured party under Chapter 9 of the Texas Business and Commerce Code and under any other applicable law with respect to the personal property and Fixtures included in the Mortgaged Property, including, without limitation, the right to take possession of, sell, lease, or otherwise dispose of any or all of such personal property and Fixtures, whether in conjunction with or separately from the foreclosure of the real property lien created by this Mortgage.
(f) Receiver. Apply for and obtain the appointment of a receiver for the Mortgaged Property, as more particularly set forth in Section 5.05 below.
(g) Other Remedies. Exercise any other right or remedy available to the Collateral Agent or the Secured Parties at law or in equity, under the Credit Agreement, the Security Agreement, or any other Loan Document, or under any other applicable law, including, without limitation, the right to pursue any deficiency judgment against the Grantor or any other Loan Party to the extent permitted by applicable law.
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 Agent (or its designated trustee) may exercise the power of sale hereby granted in accordance with the provisions of Texas Property Code Sections 51.002 et seq., as the same may be amended from time to time. In connection with any such sale, the Collateral Agent (or its designated trustee) shall comply with the following procedures:
(i) The Collateral Agent (or its designated trustee) shall give written notice of the proposed sale to the Grantor and to each other person required by applicable law to receive such notice by certified mail, return receipt requested, at least twenty-one (21) days before the date of the sale.
(ii) The Collateral Agent (or its designated trustee) shall post notice of the proposed sale at the Harris County courthouse door (or such other location designated by the Harris County Commissioners Court for the posting of foreclosure notices) and shall file a copy of such notice with the Harris County Clerk, in each case at least twenty-one (21) days before the date of the sale.
(iii) The sale shall take place at public auction at the area designated for such sales at the Harris County courthouse in Houston, Texas, on the first Tuesday of the month between the hours of 10:00 a.m. and 4:00 p.m. (or such other time or location as may be designated in accordance with applicable law), to the highest bidder for cash.
(iv) The Collateral Agent, for the benefit of the Secured Parties, or any Secured Party may bid at any such sale and may purchase the Mortgaged Property or any part thereof.
(b) Designation of Substitute Trustee. The Collateral Agent may, at any time and from time to time, without notice to the Grantor or any other person, appoint a substitute trustee to act in the place and stead of the trustee under this Mortgage, by filing a written appointment in the Official Public Records of Harris County, Texas. Any substitute trustee so appointed shall have all the rights, powers, and duties of the original trustee under this Mortgage.
(c) Application of Sale Proceeds. The proceeds of any sale conducted pursuant to this Section 5.03 shall be applied in the following order of priority: (i) first, to the payment of all costs and expenses of the sale, including, without limitation, the trustee's fees and commissions, reasonable attorneys' fees, costs of title evidence, costs of advertising, and all other costs and expenses incurred in connection with the sale; (ii) second, to the payment of all Secured Obligations, in such order and priority as the Collateral Agent may determine in its discretion, consistent with the terms of the Credit Agreement; and (iii) third, any surplus remaining after full satisfaction of the foregoing shall be paid to the Grantor, or as otherwise required by applicable law.
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 recover in any such proceeding all costs and expenses incident thereto, including, without limitation, reasonable attorneys' fees and costs to the fullest extent permitted by applicable law. The institution of judicial foreclosure proceedings shall not constitute a waiver of the Collateral Agent's right to exercise the power of sale granted herein, and the Collateral Agent may, at any time prior to entry of a final judgment of foreclosure, discontinue judicial proceedings and proceed under the power of sale.
Section 5.05 — Recei

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