Prepared by and after recording return to: Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung
With a copy to: Hargrove & Whitmore LLP 233 South Wacker Drive, Suite 4500 Chicago, Illinois 60606
Attention: Robert Kimura
Property Address: 1400 Industrial Parkway, Schaumburg, Illinois 60173, Cook County, Illinois
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
1400 Industrial Parkway Schaumburg, Illinois 60173 Cook County, Illinois
This instrument constitutes a fixture filing under Section 9-502 of the Illinois Uniform Commercial Code (810 ILCS 5/9-502) and is to be filed for record in the real property records of Cook County, Illinois.
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Mortgage") is made and entered into as of March 28, 2025, by and between:
NEXFORD PROPERTIES, LLC, a Delaware limited liability company (the "Mortgagor"), having its registered address at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801, and its principal place of business at 1400 Industrial Parkway, Schaumburg, Illinois 60173,
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) under the Credit Agreement (as defined below) (in such capacity, the "Mortgagee"), having an address at 320 Federal Street, Boston, Massachusetts 02110.
RECITALS
WHEREAS, Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), has entered into that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, refinanced, replaced, or otherwise modified from time to time, the "Credit Agreement"), among the 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 several banks, financial institutions, and other entities party thereto from time to time as Lenders, pursuant to which the Lenders have made available to the Borrower a senior secured Term Loan B facility in the aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B Facility");
WHEREAS, the Mortgagor is an indirect wholly-owned subsidiary of the Borrower, and the Mortgagor is a Guarantor under that certain Guarantee Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), among the Borrower, each Subsidiary Guarantor party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent;
WHEREAS, the Mortgagor is the lawful fee simple owner of certain real property located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, situated in Cook County, Illinois, which serves as the corporate headquarters and primary manufacturing facility of the Borrower and its subsidiaries, and which is more particularly described in Exhibit A attached hereto and incorporated herein by reference;
WHEREAS, the Mortgagor has agreed to execute and deliver this Mortgage to secure the prompt and complete payment, performance, and observance of all obligations of the Borrower and the Guarantors (including the Mortgagor) under the Credit Agreement, the Guarantee Agreement, that certain Security Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, and each of the other Loan Documents (as defined in the Credit Agreement), all as more specifically described in Article III hereof (collectively, the "Secured Obligations");
WHEREAS, the parties hereto acknowledge that certain intercreditor arrangements are in effect pursuant to that certain Intercreditor Agreement (First Lien / Unsecured) dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), by and among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, and Pinnacle Trust Company, as Unsecured Notes Trustee, and the lien of this Mortgage and the exercise of remedies hereunder are subject to the terms and conditions of such Intercreditor Agreement; and
WHEREAS, the appraised fair market value of the real property and improvements constituting the Mortgaged Property (as defined below) is Eighty-Five Million Dollars ($85,000,000), as determined by Greystone Valuation Services, Inc. in accordance with an appraisal report prepared in conformity with the Uniform Standards of Professional Appraisal Practice delivered in connection with the closing of the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor hereby agrees as follows:
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ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Mortgage, the following terms shall have the meanings set forth below:
"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, 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 (EIN: 36-4178552), together with its successors and permitted assigns.
"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent for the Secured Parties under the Credit Agreement and the other Loan Documents, together with its successors and assigns in such capacity.
"Credit Agreement" means that certain 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 several banks, financial institutions, and other entities party thereto from time to time as Lenders, providing for, among other things, a senior secured Term Loan B facility in the aggregate principal amount of $1,400,000,000, bearing interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus 400 basis points, with a SOFR floor of 0.75%, and maturing on March 28, 2032, as the same may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time.
"Event of Default" has the meaning given to such term in the Credit Agreement.
"Guarantee Agreement" means that certain Guarantee Agreement dated as of March 28, 2025, among the Borrower, each Subsidiary Guarantor party thereto from time to time, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Improvements" means all buildings, structures, fixtures, and improvements of every nature whatsoever now or hereafter situated on, under, or above the Land, including, without limitation, all office buildings, manufacturing facilities, warehouses, parking structures, loading facilities, and all other constructions and installations forming a part of or attached to the Land.
"Intercreditor Agreement" means that certain Intercreditor Agreement (First Lien / Unsecured) dated as of March 28, 2025, by and among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, and Pinnacle Trust Company, as Unsecured Notes Trustee, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Land" means the real property situated in Cook County, State of Illinois, known as and located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and more particularly described in Exhibit A attached hereto and incorporated herein by reference.
"Leases" means all leases, subleases, licenses, concessions, occupancy agreements, and other agreements (whether written or oral, now existing or hereafter entered into) pursuant to which any person is granted a possessory interest in, or the right to use or occupy, all or any portion of the Mortgaged Property, together with all amendments, extensions, renewals, guaranties, and other agreements relating thereto.
"Loan Documents" has the meaning given 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, interests, and rights described in or encumbered by the granting clauses set forth in Article II of this Mortgage.
"Mortgagee" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement, together with its successors and assigns in such capacity.
"Mortgagor" means Nexford Properties, LLC, a Delaware limited liability company, together with its successors and permitted assigns.
"Permitted Liens" has the meaning given to such term in the Credit Agreement.
"Rents" means all rents, revenues, income, issues, royalties, profits, proceeds, and other benefits of every nature whatsoever now or hereafter derived from the Mortgaged Property or any portion thereof, including, without limitation, all amounts payable under the Leases, minimum rents, additional rents, percentage rents, common area maintenance charges, tax and insurance contributions, deficiency rents, liquidated damages, proceeds of rent insurance, and all other amounts of whatever nature payable to or for the benefit of the Mortgagor by any tenant, subtenant, licensee, or occupant of the Mortgaged Property.
"Secured Obligations" means all obligations, liabilities, and indebtedness of the Borrower and the Guarantors (including the Mortgagor) under the Credit Agreement, the Guarantee Agreement, the Security Agreement, and each other Loan Document, including, without limitation: (a) all principal of the Term Loan B (in the original aggregate principal amount of $1,400,000,000); (b) all interest (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding); (c) all fees, premiums, penalties, and charges; (d) all costs and expenses of enforcement, including, without limitation, attorneys' fees and disbursements and allocated costs of internal counsel; and (e) all other amounts payable by the Borrower or any Guarantor under the Loan Documents.
"Secured Parties" has the meaning given to such term in the Credit Agreement, and includes the Administrative Agent, the Collateral Agent, and each Lender party to the Credit Agreement from time to time.
"Security Agreement" means that certain Security Agreement dated as of March 28, 2025, among the Borrower, the Subsidiary Guarantors party thereto from time to time, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Title Insurer" means Landmark Title Assurance Company.
Section 1.2 — Credit Agreement Definitions Control
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. In the event of any inconsistency or conflict between any term defined herein and the corresponding definition in the Credit Agreement, the definition set forth in the Credit Agreement shall govern and control, except to the extent that such inconsistency or conflict relates to matters of Illinois real property law or the creation, perfection, priority, or enforcement of the lien of this Mortgage, in which case the terms of this Mortgage shall control.
Section 1.3 — Rules of Construction
This Mortgage shall be construed in accordance with the rules of construction applicable under the laws of the State of Illinois. All references herein to statutes, rules, or regulations shall be deemed to include all amendments, supplements, replacements, and successor provisions thereto. The use of the singular shall include the plural, and the use of the plural shall include the singular, as the context may require. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." All references to Articles, Sections, and Exhibits are to the Articles, Sections, and Exhibits of this Mortgage unless otherwise specified. The headings and captions contained in this Mortgage are for convenience of reference only and shall not define, limit, or otherwise affect the construction or interpretation of any provision hereof.
ARTICLE II — GRANTING CLAUSES
Section 2.1 — Grant of Mortgage
For the purpose of securing the full and punctual payment, performance, and observance of the Secured Obligations, the Mortgagor hereby irrevocably and unconditionally grants, mortgages, warrants, conveys, assigns, transfers, and pledges unto the Mortgagee, for the ratable benefit of the Secured Parties, and grants to the Mortgagee, for the ratable benefit of the Secured Parties, a first-priority mortgage lien on, and a security interest in, the following described property, interests, and rights (collectively, the "Mortgaged Property"):
(a) The Land. All that certain parcel or parcels of real property situated in the Village of Schaumburg, Cook County, State of Illinois, commonly known as 1400 Industrial Parkway, Schaumburg, Illinois 60173, and more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all right, title, and interest of the Mortgagor in and to the land lying within any street, road, or avenue adjoining the Land to the center line thereof, and all strips and gores of land adjacent to or used in connection with the Land;
(b) The Improvements. All buildings, structures, and improvements of every kind and description now or hereafter erected, constructed, or situated upon the Land or any part thereof, including, without limitation, the corporate headquarters building, the primary manufacturing facility, all warehouse and distribution facilities, parking structures, walkways, driveways, fences, walls, retaining structures, landscaping, and all other constructions and installations forming a part of or attached to the Land or any Improvement thereon, together with all additions, alterations, betterments, and replacements thereof and thereto;
(c) Fixtures. All fixtures, machinery, equipment, apparatus, fittings, and other articles of personal property of every kind and nature whatsoever now or hereafter attached to, situated in or upon, or used in connection with the Land or the Improvements, including, without limitation, all manufacturing equipment, production machinery, computer numerical control equipment, robotic systems, HVAC systems, heating, ventilating, air conditioning, and climate control equipment, electrical systems, wiring, conduit, transformers, switchgear, generators, and backup power systems, plumbing systems and fixtures, fire protection, detection, and suppression systems (including sprinkler systems), elevators, escalators, and other vertical transportation systems, loading dock equipment, overhead cranes, bridge cranes, gantry cranes, conveyance systems, conveyor belts, material handling equipment, and all other building systems, together with all additions, accessions, replacements, and substitutions therefor. This Mortgage constitutes a fixture filing under Section 9-502 of the Illinois Uniform Commercial Code (810 ILCS 5/9-502) and Section 15-1302 of the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1302), and is to be filed for record in the real property records of Cook County, Illinois, covering the fixtures described herein. A description of fixtures is set forth in Exhibit C attached hereto;
(d) Easements and Appurtenances. All easements, rights-of-way, strips, gores, and other interests and rights in land, water rights, riparian rights, mineral rights, air rights, development rights, and all appurtenances, privileges, tenements, hereditaments, and other rights and interests now or hereafter belonging or in any way appertaining to the Land or the Improvements, or any part thereof, including, without limitation, all rights of ingress and egress to and from the Land and all adjacent streets, roads, and highways;
(e) Leases and Rents. All Leases and all Rents, whether now existing or hereafter arising, including, without limitation, all right, title, and interest of the Mortgagor as landlord, sublandlord, licensor, or grantor under each and every Lease, and all guaranties, security deposits, letters of credit, and other credit enhancements held by or for the benefit of the Mortgagor in connection therewith (subject to the conditional license to collect Rents granted to the Mortgagor pursuant to Article V hereof);
(f) Insurance and Condemnation Proceeds. All proceeds, awards, payments, and other compensation (including interest thereon) heretofore or hereafter made or to be made with respect to the Mortgaged Property or any part thereof, including, without limitation, all insurance proceeds, unearned premiums, and refunds payable by reason of loss, damage, or destruction of any of the Mortgaged Property, and all awards, damages, compensation, settlements, and proceeds payable to the Mortgagor in connection with any condemnation, eminent domain, or other taking (whether permanent or temporary, total or partial) of any of the Mortgaged Property or any interest therein;
(g) Accounts and Contract Rights. All accounts, accounts receivable, contract rights, general intangibles (including, without limitation, payment intangibles, software, trade names, trademarks, service marks, and goodwill), instruments, documents, deposit accounts, chattel paper, and other rights to payment of every kind and nature, in each case arising from or relating to the ownership, use, operation, or disposition of the Mortgaged Property or any part thereof;
(h) Proceeds. All proceeds (as such term is defined in the Illinois Uniform Commercial Code) and products of any and all of the foregoing, including, without limitation, all cash and non-cash proceeds, and all claims or demands relating to loss of, damage to, or destruction of any of the Mortgaged Property.
Section 2.2 — Habendum
TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, appurtenances, and immunities thereto belonging or in anywise appertaining, unto the Mortgagee, its successors and assigns, forever, for the ratable benefit of the Secured Parties, subject, however, to the terms and conditions of this Mortgage and the other Loan Documents. This conveyance is made upon the express condition that if the Secured Obligations shall be paid in full and the commitments of the Lenders under the Credit Agreement shall have been terminated, then this Mortgage and the estate, lien, and security interest hereby created shall cease and become null and void, and the Mortgagee shall, at the request and expense of the Mortgagor, execute and deliver to the Mortgagor a release and satisfaction of this Mortgage in recordable form.
Section 2.3 — Security Agreement and Fixture Filing
To the extent that any of the Mortgaged Property constitutes personal property, fixtures, or other property subject to the provisions of the Illinois Uniform Commercial Code (810 ILCS 5/1-101 et seq.) (the "UCC"), this Mortgage shall constitute a security agreement within the meaning of Article 9 of the UCC, and the Mortgagor hereby grants to the Mortgagee, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in all such personal property and fixtures. The Mortgagor authorizes the Mortgagee to file one or more UCC financing statements (including any continuation statements, amendments, and assignments) in such offices and jurisdictions as the Mortgagee may deem necessary or appropriate to perfect and maintain the perfection of such security interest.
This instrument is intended to constitute a fixture filing within the meaning of Section 9-502(c) of the UCC (810 ILCS 5/9-502(c)) and Section 15-1302 of the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1302) and is to be filed for record in the real property records of Cook County, Illinois, as a fixture filing covering all fixtures now or hereafter constituting a part of the Mortgaged Property. For purposes of this fixture filing:
Debtor: Nexford Properties, LLC, a Delaware limited liability company, c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801; Delaware Secretary of State organizational identification number: to be confirmed; type of organization: limited liability company; jurisdiction of organization: Delaware.
Secured Party: Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, 320 Federal Street, Boston, Massachusetts 02110.
Description of Real Property: The real property described in Exhibit A attached hereto.
ARTICLE III — SECURED OBLIGATIONS
Section 3.1 — Description of Secured Obligations
This Mortgage and the lien, security interest, and assignment created hereby secure the full and punctual payment, performance, and observance by the Borrower and each Guarantor (including the Mortgagor) of all of the following obligations and liabilities (collectively, the "Secured Obligations"):
(a) All obligations of the Borrower and each Guarantor under the Credit Agreement, including, without limitation, (i) the obligation to repay the principal amount of the Term Loan B in the original aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), (ii) all interest accrued and accruing thereon, at a rate per annum equal to Term SOFR (subject to a floor of 0.75%) plus 400 basis points per annum, and, upon the occurrence and during the continuance of an Event of Default, at the applicable default rate (being an additional 200 basis points per annum above the otherwise applicable interest rate), (iii) all fees payable under the Credit Agreement, including any commitment fees, administrative agent fees, and other fees, (iv) all costs, expenses, and indemnification obligations payable under the Credit Agreement, and (v) all other sums and amounts payable by the Borrower or any Guarantor under the Credit Agreement;
(b) All obligations of the Mortgagor under the Guarantee Agreement;
(c) All obligations of the Mortgagor and the other grantors under the Security Agreement and the other Loan Documents;
(d) All costs and expenses of collection, enforcement, preservation, and protection of the Mortgaged Property and the rights of the Mortgagee hereunder, including, without limitation, reasonable attorneys' fees and disbursements, whether or not any action or proceeding is commenced; and
(e) All renewals, extensions, modifications, amendments, restatements, supplements, and replacements of any of the foregoing.
The Term Loan B is subject to scheduled quarterly amortization payments of Three Million Five Hundred Thousand Dollars ($3,500,000) per quarter (representing 1.00% per annum of the original principal amount, payable in four equal quarterly installments), with the remaining outstanding principal balance due and payable on the maturity date of March 28, 2032.
Section 3.2 — Future Advances
This Mortgage shall also secure all future advances and re-advances, if any, made by any Secured Party to the Borrower or any Guarantor under the Loan Documents, whether obligatory or optional, including any advances made pursuant to incremental facilities permitted under the Credit Agreement, to the maximum extent permitted under Section 15-1302 of the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1302) and other applicable Illinois law. Without limiting the generality of the foregoing, this Mortgage secures the full $1,400,000,000 Term Loan B Facility and any incremental term loan facilities or incremental revolving credit facilities that may from time to time be incurred under the Credit Agreement, including incremental facilities in an aggregate principal amount not to exceed the sum of (i) the greater of (x) $280,000,000 and (y) 100% of the Borrower's consolidated EBITDA for the most recently ended four-fiscal-quarter period for which financial statements have been delivered (the "free-and-clear basket"), plus (ii) such additional amounts as would not cause the first lien net leverage ratio (after giving pro forma effect to the incurrence thereof) to exceed 4.50 to 1.00, in each case as more particularly described in, and subject to the terms and conditions of, the Credit Agreement. The priority of this Mortgage as to future advances shall relate back to the date of recording of this Mortgage in the real property records of Cook County, Illinois, to the fullest extent permitted by applicable law.
ARTICLE IV — REPRESENTATIONS, WARRANTIES, AND COVENANTS OF MORTGAGOR
The Mortgagor hereby represents, warrants, and covenants to and with the Mortgagee, for the benefit of the Secured Parties, as follows:
Section 4.1 — Title and Authority
(a) The Mortgagor is the lawful fee simple owner of the Mortgaged Property and is lawfully seized and possessed thereof. The Mortgagor has good, marketable, and insurable fee simple title to the Land and the Improvements, subject only to the Permitted Liens.
(b) The Mortgagor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, is duly qualified and authorized to do business and is in good standing in the State of Illinois, and has all requisite limited liability company power and authority to own, lease, and operate the Mortgaged Property and to conduct its business as presently conducted at the Mortgaged Property.
(c) The Mortgagor has full power and authority to execute, deliver, and perform its obligations under this Mortgage and to grant the mortgage lien, security interest, and assignment created hereby. All limited liability company action necessary for the authorization, execution, delivery, and performance of this Mortgage by the Mortgagor has been duly taken, including all requisite resolutions of the members and managers of the Mortgagor and its sole member, Nexford Industrial Holdings Inc., which resolutions were duly adopted and certified as of March 28, 2025. This Mortgage has been duly executed and delivered by the Mortgagor and constitutes the valid, legal, and binding obligation of the Mortgagor, enforceable against the Mortgagor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 4.2 — No Prior Liens
The Mortgaged Property is free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances, restrictions, and other exceptions to title, other than the Permitted Liens as defined in the Credit Agreement. Without limiting the generality of the foregoing, the Mortgagor represents and warrants that all prior liens and security interests in favor of Atlas Meridian Bank, N.A. (which liens and security interests were created under and pursuant to that certain Credit Agreement dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended by the First Amendment dated as of February 3, 2020, the Second Amendment dated as of November 17, 2021, the Third Amendment dated as of May 6, 2023, and the Fourth Amendment dated as of September 12, 2024) have been irrevocably released, satisfied, and terminated in connection with the refinancing effectuated at the closing of the Credit Agreement on March 28, 2025. UCC-3 termination statements, mortgage releases, and such other instruments and filings as were necessary to evidence the discharge of all such prior liens were duly filed or recorded on or about March 31, 2025, in the applicable filing offices and recording jurisdictions, including the Office of the Recorder of Deeds for Cook County, Illinois, and the Delaware Secretary of State.
Section 4.3 — Payment of Secured Obligations
The Mortgagor shall cause the Borrower to pay all Secured Obligations when and as the same shall become due and payable in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the Mortgagor shall observe, perform, and discharge each and every obligation, covenant, and agreement of the Mortgagor contained in the Guarantee Agreement and shall cause the Borrower to observe, perform, and discharge each and every obligation, covenant, and agreement of the Borrower contained in the Credit Agreement, in each case in a timely manner.
Section 4.4 — Maintenance and Repair
The Mortgagor shall, at its sole cost and expense, maintain the Mortgaged Property, including, without limitation, all Improvements and Fixtures, in good condition, working order, and repair (ordinary wear and tear excepted), and shall promptly make or cause to be made all necessary repairs, renewals, replacements, and improvements thereto. The Mortgagor shall not commit, suffer, or permit any waste, impairment, or deterioration of the Mortgaged Property or any part thereof, and shall not take any action or fail to take any action that would materially reduce the value, utility, or useful life of the Mortgaged Property. The Mortgaged Property includes the corporate headquarters and primary manufacturing facility of the Borrower and its subsidiaries, and the Mortgagor shall maintain all manufacturing equipment, production machinery, building systems (including HVAC, electrical, plumbing, fire suppression, and life safety systems), loading dock equipment, overhead cranes, and conveyance systems in proper working order. The Mortgagor shall comply with all applicable laws, ordinances, codes, rules, regulations, and orders of all governmental authorities having jurisdiction over the Mortgaged Property with respect to the maintenance, repair, and operation thereof.
Section 4.5 — Insurance
(a) The Mortgagor shall, at its sole cost and expense, obtain and maintain in full force and effect insurance covering the Mortgaged Property and the operations conducted thereon in accordance with the requirements set forth in the Credit Agreement and as described in the insurance program administered by Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive). Such insurance shall include, without limitation:
(i) property and casualty insurance, including "all risk" coverage for fire, windstorm, flood (to the extent the Mortgaged Property is located in a special flood hazard area as designated by the Federal Emergency Management Agency), earthquake, and such other risks as the Collateral Agent may reasonably require, in an amount not less than the full insurable replacement cost of the Improvements and Fixtures (as determined from time to time), which property and casualty insurance shall be carried by Continental Shield Underwriters, Inc. or such other insurer(s) of recognized financial responsibility as may be acceptable to the Collateral Agent;
(ii) commercial general liability insurance, including products liability, completed operations, personal injury, and broad form property damage coverage, with limits of not less than $25,000,000 per occurrence and $50,000,000 in the aggregate;
(iii) business interruption insurance covering the loss of Rents and other income from the Mortgaged Property for a period of not less than twelve (12) months;
(iv) workers' compensation insurance as required by applicable law; and
(v) such other insurance as may be required by the Credit Agreement or as the Collateral Agent may reasonably request from time to time.
(b) The Mortgagee (Crescent Harbor Bank, N.A., as Collateral Agent) shall be named as mortgagee and loss payee (or additional insured, as applicable) on all property insurance policies maintained with respect to the Mortgaged Property. All such policies shall provide that they may not be canceled, reduced, or materially modified without at least thirty (30) days' prior written notice to the Mortgagee (ten (10) days in the case of cancellation for non-payment of premiums). Directors' and officers' liability insurance is separately maintained by the Borrower through Meridian Specialty Insurance Co.
(c) Insurance proceeds from property insurance policies covering the Mortgaged Property shall be governed by the mandatory prepayment provisions set forth in the Credit Agreement, which provide that 100% of the net cash proceeds from insurance and condemnation events shall be applied to prepay the Secured Obligations, subject to (i) reinvestment rights for a period of 365 days (which period may be extended to 545 days if a binding commitment to reinvest is entered into within such 365-day period), and (ii) a de minimis threshold of $10,000,000 per event below which no mandatory prepayment shall be required.
Section 4.6 — Taxes and Assessments
(a) The Mortgagor shall pay, or cause to be paid, prior to delinquency (and, in any event, no later than the date on which any penalty or interest would accrue or be imposed thereon), all real property taxes, assessments, water charges, sewer charges, and other governmental charges and impositions of every kind and nature levied, assessed, or imposed upon or against the Mortgaged Property or any part thereof by the County of Cook, the Village of Schaumburg, the State of Illinois, or any other governmental authority having jurisdiction, and shall furnish to the Mortgagee, promptly upon request, evidence of such payment.
(b) If the Mortgagor shall fail to pay any such taxes, assessments, or governmental charges when due, the Mortgagee may (but shall not be obligated to) pay the same on behalf of the Mortgagor, and all amounts so paid by the Mortgagee, together with interest thereon at the default rate specified in the Credit Agreement (being the otherwise applicable interest rate plus 200 basis points per annum), shall become part of the Secured Obligations secured by this Mortgage and shall be immediately due and payable by the Mortgagor upon demand.
(c) The Mortgagor shall have the right to contest in good faith, by appropriate legal proceedings diligently conducted, the amount, validity, or application of any such taxes, assessments, or charges, provided that (i) no Event of Default has occurred and is continuing, (ii) such contest effectively suspends collection of the contested amount and enforcement of any lien securing the same, (iii) the Mortgagor has set aside adequate reserves with respect to the contested amount in accordance with GAAP, and (iv) such contest does not subject the Mortgagee, any Secured Party, or the Mortgaged Property to any risk of criminal liability or forfeiture.
Section 4.7 — Compliance with Laws
The Mortgagor shall comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, codes, rules, regulations, and orders of all governmental authorities having jurisdiction over the Mortgaged Property, including, without limitation, all applicable environmental laws (as defined in the Credit Agreement), zoning laws, building codes, fire codes, health and safety regulations, the Americans with Disabilities Act, and all other laws relating to the ownership, use, occupancy, operation, maintenance, and management of the Mortgaged Property. Without limiting the foregoing, the Mortgagor acknowledges that a Phase I Environmental Site Assessment has been prepared by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager) in connection with the closing of the Credit Agreement, and the Mortgagor covenants that any recognized environmental conditions or areas of concern identified in such assessment shall be promptly addressed and remediated in accordance with all applicable environmental laws and regulations.
Section 4.8 — Environmental Covenants
(a) The Mortgagor shall not cause or permit the release, discharge, emission, spill, or disposal of any hazardous substances, hazardous materials, hazardous waste, toxic substances, pollutants, or contaminants (as such terms are defined in any applicable environmental law) on, under, in, or about the Mortgaged Property, except in material compliance with all applicable environmental laws.
(b) The Mortgagor shall comply in all material respects with all applicable environmental laws, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act ("RCRA") (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Illinois Environmental Protection Act (415 ILCS 5/1 et seq.), and all regulations promulgated thereunder.
(c) The Mortgagor shall obtain, maintain in full force and effect, and comply with all environmental permits, licenses, approvals, and authorizations required under applicable law in connection with the manufacturing operations and other activities conducted at the Mortgaged Property.
(d) The Mortgagor shall promptly notify the Mortgagee in writing of (i) any release of hazardous substances on, under, or from the Mortgaged Property in excess of reportable quantities, (ii) any environmental claim or notice of violation received from any governmental authority, (iii) any pending or threatened investigation or remediation relating to the Mortgaged Property, and (iv) any other event or condition relating to environmental matters that could reasonably be expected to have a material adverse effect on the value of the Mortgaged Property or the lien of this Mortgage.
(e) The Mortgagor shall indemnify, defend, and hold harmless the Mortgagee and each of the Secured Parties from and against any and all environmental liabilities, as more particularly set forth in Section 8.6 hereof.
Section 4.9 — No Transfer or Encumbrance
The Mortgagor shall not, without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement), sell, convey, transfer, assign, lease (except as permitted by Section 5.3 hereof), encumber, or otherwise dispose of the Mortgaged Property or any part thereof, or grant or permit any lien, mortgage, security interest, or other encumbrance to attach to or exist upon the Mortgaged Property or any part thereof, other than (a) Permitted Liens, and (b) asset dispositions permitted under the Credit Agreement, including dispositions pursuant to the $25,000,000 annual de minimis basket (subject to reinvestment rights over 365 days, which period may be extended to 545 days upon entry into a binding commitment to reinvest within such 365-day period). Any sale, transfer, conveyance, or encumbrance in violation of this Section 4.9 shall constitute an Event of Default under this Mortgage and the Credit Agreement.
Section 4.10 — Alterations and Improvements
The Mortgagor may make alterations, improvements, and additions to the Mortgaged Property in the ordinary course of its business without the prior consent of the Collateral Agent; provided, however, that no material structural alteration to the Improvements (including any alteration that would materially change the character, function, or use of the corporate headquarters building or manufacturing facility, or that would materially diminish the value of the Mortgaged Property) shall be made without (a) at least thirty (30) days' prior written notice to the Collateral Agent, and (b) compliance with all applicable laws, building codes, and governmental requirements. All such alterations, improvements, and additions shall immediately become part of the Mortgaged Property and subject to the lien of this Mortgage.
Section 4.11 — OFAC and Sanctions Compliance
(a) The Mortgagor hereby represents and warrants that neither the Mortgagor nor any of its members, managers, officers, directors, agents, or affiliates is a Sanctioned Person (as defined in the Credit Agreement), and no part of the Mortgaged Property is held or used, directly or indirectly, in connection with any activities that are in violation of any Sanctions (including those administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom) or any other sanctions laws, regulations, or executive orders applicable to the Mortgagor or the Mortgaged Property.
(b) The Mortgagor covenants that no proceeds of the Term Loans secured by this Mortgage will be used, directly or indirectly, in violation of any Sanctions, the USA PATRIOT Act (Title III of Pub. L. No. 107-56), the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1 et seq.) (the "FCPA"), the Bank Secrecy Act (31 U.S.C. §§ 5311-5332), or any other applicable anti-corruption, anti-money laundering, or anti-terrorism financing law.
Section 4.12 — Due-on-Sale / Change of Control
Any "Change of Control" (as defined in the Credit Agreement) shall constitute an Event of Default under this Mortgage. Without limiting the generality of the foregoing, a Change of Control shall be deemed to have occurred upon the earliest of: (i) the acquisition by any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than Granite Peak Capital Partners, LP and its controlled affiliates (collectively, the "Sponsor"), of direct or indirect beneficial ownership of more than 35% of the total outstanding voting equity interests of Granite Peak NIH Holdings, LLC; (ii) Nexford Properties, LLC ceasing to be a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc. (or its successor), or Nexford Industrial Holdings Inc. ceasing to be a direct wholly-owned subsidiary of Granite Peak NIH Holdings, LLC; or (iii) the occurrence of a "change of control" (or similar event, however denominated) under the Senior Unsecured Notes Indenture governing the Borrower's $250,000,000 Senior Unsecured Notes due 2028.
ARTICLE V — ASSIGNMENT OF LEASES AND RENTS
Section 5.1 — Absolute Assignment
The Mortgagor hereby absolutely and unconditionally assigns, transfers, and sets over to the Mortgagee, for the ratable benefit of the Secured Parties, all of the Mortgagor's right, title, and interest in, to, and under all Leases and all Rents now existing or hereafter arising with respect to the Mortgaged Property or any part thereof, as additional security for the payment and performance of the Secured Obligations. This assignment is intended to be, and shall constitute, a present, absolute, and unconditional assignment and not merely an assignment for security purposes, subject to the revocable license granted in Section 5.2 below. Such assignment shall be fully effective immediately upon the execution and delivery of this Mortgage, without the necessity of any further act or deed by the Mortgagor. The Mortgagor acknowledges that the Mortgagee has not assumed and shall not be deemed to have assumed any of the obligations of the Mortgagor as landlord or lessor under any Lease by reason of this assignment, and the Mortgagee shall have no liability or responsibility for the performance of any of such obligations.
Section 5.2 — License to Collect
Notwithstanding the absolute assignment set forth in Section 5.1, the Mortgagee hereby grants to the Mortgagor a revocable license to collect, receive, and retain all Rents from the Mortgaged Property as they become due and payable; provided, however, that such license shall be subject to the following conditions:
(a) The Mortgagor shall diligently collect and enforce payment of all Rents and shall apply all Rents collected in accordance with the terms and conditions of this Mortgage and the Credit Agreement.
(b) Such license shall automatically and immediately terminate, without notice or demand, upon the occurrence and during the continuance of an Event of Default. Upon such termination, the Mortgagee shall be entitled to enter upon the Mortgaged Property, take possession and control thereof, and collect all Rents directly from the tenants, subtenants, licensees, and other occupants of the Mortgaged Property, and apply such Rents to the Secured Obligations in the order of priority set forth in the Credit Agreement. The Mortgagor hereby irrevocably authorizes and directs each tenant and occupant of the Mortgaged Property to pay all Rents directly to the Mortgagee upon receipt of written notice from the Mortgagee that an Event of Default has occurred and is continuing, and each such tenant and occupant shall be entitled to rely on any such notice and shall have no obligation to inquire into the accuracy thereof.
(c) The Mortgagee may, at any time after the occurrence and during the continuance of an Event of Default, without the necessity of entering into possession of the Mortgaged Property, notify any or all tenants and occupants to pay all Rents directly to the Mortgagee or as the Mortgagee may direct.
Section 5.3 — Lease Covenants
(a) The Mortgagor shall not, without the prior written consent of the Mortgagee (which consent shall not be unreasonably withheld, conditioned, or delayed), enter into any new Lease, or modify, amend, supplement, terminate, cancel, surrender, or accept a surrender of any Lease, in each case that is "material" (meaning a Lease covering more than 10,000 rentable square feet or having an annual base rent in excess of $500,000); provided, however, that the Mortgagor may, without such consent, enter into, modify, or renew Leases in the ordinary course of business on arms'-length terms consistent with prevailing market conditions.
(b) The Mortgagor shall observe and perform in all material respects all of its obligations as landlord under each Lease and shall enforce in all material respects all obligations of the tenants thereunder.
(c) All future Leases entered into after the date hereof shall be subordinate to the lien of this Mortgage and shall contain such provisions as the Mortgagee may reasonably require to evidence such subordination.
(d) The Mortgagor shall deliver to the Mortgagee, promptly upon request, true, correct, and complete copies of all Leases (including all amendments and modifications thereto) and all material correspondence with tenants relating to the Mortgaged Property.
ARTICLE VI — EVENTS OF DEFAULT AND REMEDIES
Section 6.1 — Events of Default
Each of the following shall constitute an "Event of Default" under this Mortgage:
(a) The occurrence of any "Event of Default" as defined in and under the Credit Agreement, all of which Events of Default are hereby incorporated herein by reference as though set forth in full, including, without limitation:
(i) failure to pay principal, interest, fees, or any other amount payable under the Credit Agreement or any other Loan Document when due and payable (subject to any applicable grace or cure periods specified in the Credit Agreement);
(ii) any breach of any representation, warranty, or covenant of the Borrower, the Mortgagor, or any other Guarantor contained in the Credit Agreement, the Guarantee Agreement, or any other Loan Document (subject to any applicable notice and cure periods specified therein);
(iii) the occurrence of a cross-default to any other indebtedness of the Borrower or any Subsidiary in an aggregate principal amount exceeding the threshold specified in the Credit Agreement, including any cross-default arising under or in connection with the $250,000,000 aggregate principal amount of Senior Unsecured Notes due 2028;
(iv) the commencement of any proceeding in bankruptcy, insolvency, reorganization, receivership, conservatorship, or any similar proceeding by or against the Borrower, the Mortgagor, or any other Guarantor under any applicable federal, state, or foreign law, including Title 11 of the United States Code, or the appointment of a trustee, receiver, conservator, or custodian for the Borrower, the Mortgagor, or any other Guarantor, or for all or a substantial part of the assets of any such person;
(v) the occurrence of a Change of Control (as described in Section 4.12 hereof);
(vi) the occurrence of any event or condition that constitutes a "material adverse effect" (as defined in the Credit Agreement);
(vii) the entry of one or more judgments against the Borrower or any Subsidiary in an aggregate amount exceeding the threshold specified in the Credit Agreement, to the extent not paid, vacated, discharged, stayed, or bonded pending appeal within the applicable cure period;
(viii) the occurrence of any ERISA Event (as defined in the Credit Agreement) that could reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding the threshold specified in the Credit Agreement; and
(ix) the invalidity or unenforceability of any Loan Document or any lien or security interest created thereby, or any assertion by the Borrower, the Mortgagor, or any other Guarantor that any Loan Document or any lien or security interest is invalid, unenforceable, or no longer in full force and effect.
(b) The failure of the Mortgagor to observe or perform any covenant, condition, or agreement contained in this Mortgage (to the extent not already constituting an Event of Default under clause (a) above) within thirty (30) days after written notice thereof from the Mortgagee; provided that such cure period shall be extended for an additional sixty (60) days if (i) such failure is not capable of cure within such thirty (30)-day period, (ii) the Mortgagor is diligently pursuing a cure, and (iii) such failure does not involve the payment of money or a risk of criminal liability or forfeiture.
Section 6.2 — Acceleration
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Required Lenders, as defined in the Credit Agreement) may, by written notice to the Mortgagor, declare all Secured Obligations to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Mortgagor. Such acceleration shall include, without limitation, the full outstanding principal balance of the Term Loan B, together with all accrued and unpaid interest (including default interest at the applicable rate plus 200 basis points per annum), fees, costs, expenses, indemnification obligations, and all other amounts constituting Secured Obligations. In the case of an Event of Default described in clause (a)(iv) of Section 6.1 (bankruptcy or insolvency), all Secured Obligations shall become immediately due and payable automatically, without the necessity of any notice or other action by the Collateral Agent or any Secured Party.
Section 6.3 — Foreclosure
Upon the occurrence and during the continuance of an Event of Default and after acceleration of the Secured Obligations, the Mortgagee may institute an action of foreclosure of this Mortgage by judicial proceedings in accordance with the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 et seq.) or exercise any other right or remedy available to the Mortgagee under applicable law. In connection with any such foreclosure, the Mortgagee shall be entitled to:
(a) recover the full amount of the Secured Obligations, including all principal, interest, fees, costs, expenses, and other amounts;
(b) obtain and enforce a personal deficiency judgment against the Mortgagor and any other person or entity liable for the Secured Obligations, to the fullest extent permitted by applicable law;
(c) apply for and obtain the appointment of a receiver of the Mortgaged Property and the Rents, without notice to the Mortgagor and without regard to the adequacy of the security or the solvency of the Mortgagor or any other person liable for the Secured Obligations, which receiver shall have all powers and duties prescribed by applicable law and such additional powers as the court may grant, including the power to collect Rents, manage and operate the Mortgaged Property, and make repairs and improvements thereto; and
(d) exercise all other rights and remedies available to the Mortgagee under the Illinois Mortgage Foreclosure Law or other applicable law.
Section 6.4 — Power of Sale
To the extent that a power of sale is available to the Mortgagee under applicable Illinois law (whether now existing or hereafter enacted), the Mortgagee may, upon the occurrence and during the continuance of an Event of Default, exercise any such power of sale in the manner and to the extent permitted by law, including the right to sell the Mortgaged Property at public auction after providing such notice as may be required by applicable law. The Mortgagor acknowledges that, as of the date hereof, Illinois law generally requires judicial foreclosure; however, this provision shall be effective to the extent that any non-judicial foreclosure remedy is hereafter made available by amendment to Illinois law or by the agreement of the parties to the extent permitted by law.
Section 6.5 — UCC Remedies
To the extent that any of the Mortgaged Property constitutes personal property, fixtures, or other collateral subject to the provisions of Article 9 of the Illinois UCC (810 ILCS 5/9-601 et seq.), the Mortgagee shall have and may exercise all of the rights and remedies of a secured party under the UCC, including, without limitation, the right to (a) take possession of such collateral without judicial process, to the extent permitted by law, (b) require the Mortgagor to assemble such collateral and make it available to the Mortgagee at a place designated by the Mortgagee, (c) sell, lease, license, or otherwise dispose of such collateral at one or more public or private sales, upon such terms and conditions as the Mortgagee may determine, and (d) apply the proceeds of any such disposition in accordance with Section 6.6 hereof and Section 9-615 of the UCC. The Mortgagee may exercise its UCC remedies separately from or concurrently with its remedies under the Illinois Mortgage Foreclosure Law.
Section 6.6 — Application of Proceeds
All proceeds received by the Mortgagee from any foreclosure sale, UCC disposition, enforcement of the assignment of Leases and Rents, or other exercise of remedies hereunder shall be applied in the following order of priority:
First, to the payment of all costs and expenses of enforcement, including, without limitation, all costs of foreclosure, sale, receivership, and collection, and all reasonable attorneys' fees, disbursements, and allocated costs of internal counsel incurred by the Mortgagee and the Secured Parties;
Second, to the payment of the Secured Obligations in such order and manner as the Collateral Agent shall direct in accordance with the terms of the Credit Agreement; and
Third, the surplus, if any, to the Mortgagor or such other person or persons as may be lawfully entitled thereto.
The application of proceeds described in this Section 6.6 is subject in all respects to the terms and conditions of the Intercreditor Agreement (First Lien / Unsecured) between Crescent Harbor Bank, N.A., as First Lien Collateral Agent, and Pinnacle Trust Company, as Unsecured Notes Trustee.
Section 6.7 — Remedies Cumulative
All rights and remedies of the Mortgagee hereunder, under the Credit Agreement, and under the other Loan Documents are cumulative and not exclusive, and the exercise of any one right or remedy shall not preclude the simultaneous or subsequent exercise of any other right or remedy. No delay or failure of the Mortgagee in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof. No waiver of any Event of Default hereunder shall be effective unless in writing and signed by the Mortgagee, and no such waiver shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.
Section 6.8 — Receiver
The Mortgagee shall be entitled, as a matter of right, to the appointment of a receiver of the Mortgaged Property and the Rents upon the occurrence and during the continuance of an Event of Default, without regard to the adequacy of the security, the solvency or insolvency of the Mortgagor or any other person liable for the Secured Obligations, and without the necessity of posting any bond. The Mortgagor hereby consents to such appointment and waives any right to oppose or contest the same. Such receiver shall have all powers and authority permitted under applicable law, including the power to collect Rents, manage and operate the Mortgaged Property, make repairs and improvements, enter into and terminate Leases, and take such other actions as may be necessary or appropriate to preserve and protect the Mortgaged Property and the interests of the Mortgagee and the Secured Parties therein.
ARTICLE VII — CONDEMNATION AND CASUALTY
Section 7.1 — Notice of Condemnation
The Mortgagor shall promptly notify the Mortgagee in writing of (a) the commencement or threatened commencement of any proceedings for the condemnation, taking, or acquisition (whether permanent or temporary, total or partial) of the Mortgaged Property or any part thereof under the power of eminent domain or otherwise, (b) any notice or communication received by the Mortgagor from any governmental authority or other entity indicating an intention to commence or initiate any such proceedings, and (c) any negotiations for the sale or transfer of the Mortgaged Property or any part thereof in lieu of condemnation. The Mortgagee shall be entitled to participate in any such condemnation proceedings or negotiations, and the Mortgagor shall not settle, compromise, or consent to any condemnation award or payment without the prior written approval of the Mortgagee.
Section 7.2 — Application of Condemnation Awards
All awards, damages, compensation, settlements, and proceeds (including interest thereon) payable in connection with any condemnation, taking, or acquisition of the Mortgaged Property or any part thereof are hereby assigned to the Mortgagee, and the Mortgagor hereby irrevocably authorizes the Mortgagee to collect and receive any such awards, damages, compensation, settlements, and proceeds and to apply the same to the Secured Obligations in accordance with the mandatory prepayment provisions of the Credit Agreement. Such application shall be subject to the reinvestment rights of the Borrower set forth in the Credit Agreement, which provide that the Borrower may reinvest the net cash proceeds of any such condemnation or taking in assets useful in the business of the Borrower and its Subsidiaries within 365 days of receipt thereof (which period may be extended to 545 days upon entry into a binding commitment to reinvest within such 365-day period), provided that the net cash proceeds of such condemnation or taking exc