Contract analysis

Section 1.01 — Defined Terms. As used in this Mortgage, the following terms shall have the respective meanings set forth below: "Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as Administrative Agent 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

Section 1.02 — Rules of Construction. (a) Capitalized terms used but not otherwise defined in this Mortgage shall have the respective meanings ascribed to such terms in the Credit Agreement. All references to the Credit Agreement and the other Loan Documents shall include all amendments, restatements, supplements, replacements, refinancings, and other modifications thereto from time to time. (b) References in this Mo

Section 2.01 — Grant of Mortgage. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the payment and performance of all Secured Obligations, the Mortgagor hereby MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS, AND SETS OVER unto the Mortgagee, for the ratable benefit of the Secured Parties, with mortgage covenants, all of the Mortgagor's r

Section 2.02 — Habendum Clause. TO HAVE AND TO HOLD the Mortgaged Property, together with all rights, privileges, hereditaments, and appurtenances thereunto belonging or in anywise appertaining, unto the Mortgagee, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms and conditions of this Mortgage; provided, that if the Secured Obligations shall be fully

Section 2.03 — Secured Obligations. This Mortgage secures the full and punctual payment and performance of all Secured Obligations under the Credit Agreement and the other Loan Documents, including, without limitation: (a) all principal of the Term Loan B, in the original aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000); (b) all interest on the Term Loan B, at a rate per annum e

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

Section 3.01 — Organization and Authority. The Mortgagor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Mortgagor is duly qualified and authorized to do business and is in good standing in the State of Illinois, the state in which the Mortgaged Property is located. The Mortgagor has full power, authority, and legal right to execute, d

Section 3.02 — Title to Mortgaged Property. The Mortgagor holds good, marketable, and insurable fee simple title to the Mortgaged Property, free and clear of all liens, encumbrances, charges, security interests, mortgages, deeds of trust, and claims of every kind and nature whatsoever, except for the Permitted Liens. A policy of lender's title insurance insuring the lien of this Mortgage as a valid first-priority lie

Section 3.03 — No Conflicts. The execution, delivery, and performance of this Mortgage by the Mortgagor does not and will not (a) violate any provision of the organizational documents of the Mortgagor, (b) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to the Mortgagor or the Mortgaged Property, (c) conflict with, result in

Section 3.04 — Enforceable Obligation. This Mortgage constitutes the legal, valid, and binding obligation of the Mortgagor, enforceable against the Mortgagor in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally, and (b) general principles o

Section 3.05 — No Prior Liens. The Mortgaged Property is free and clear of all mortgages, deeds of trust, liens, encumbrances, security interests, and other charges of every kind and nature whatsoever, other than the Permitted Liens. Without limiting the generality of the foregoing, all mortgages, deeds of trust, and other liens previously granted by the Mortgagor in favor of Atlas Meridian Bank, N.A. (or any of its

Section 3.06 — Taxes and Assessments. All real property taxes, assessments, water rates, sewer rates, and other governmental charges and levies currently due and payable with respect to the Mortgaged Property have been paid in full when due. There are no delinquent taxes, assessments, or other governmental charges outstanding against the Mortgaged Property, and no proceedings are pending or, to the Mortgagor's knowle

Section 3.07 — Compliance with Laws. The Mortgaged Property and the use and operation thereof comply in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, and orders, including, without limitation, all zoning and land use regulations of the City of Rockford and Winnebago County, all building codes and construction standards, all fire safety requi

Section 3.08 — Environmental Matters. To the knowledge of the Mortgagor, after due inquiry and investigation: (a) no Hazardous Materials are present on, in, under, or about the Mortgaged Property in amounts, concentrations, or conditions that constitute a violation of any Environmental Law or that would reasonably be expected to give rise to any liability under any Environmental Law; (b) no release, discharge, or dis

Section 3.09 — Insurance. The Mortgaged Property is insured in accordance with the requirements of Section 6.06 of the Credit Agreement. Property and casualty insurance is maintained by Continental Shield Underwriters, Inc. in amounts, coverages, and forms satisfactory to the Mortgagee and the Administrative Agent. The insurance broker of record is Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive). All

Section 3.10 — Utilities and Access. All utilities necessary for the operation and use of the Mortgaged Property, including water, sanitary and storm sewer, natural gas, electricity, and telephone and communications services, are available at the boundaries of the Land and are connected to and servicing the Improvements. All such utility services are provided by public utilities or governmental agencies. The Mortgage

Section 3.11 — Condemnation. No condemnation or eminent domain proceeding is pending or, to the Mortgagor's knowledge, threatened with respect to the Mortgaged Property or any portion thereof. The Mortgagor has received no notice, whether written or oral, from any governmental authority indicating that any such proceeding is contemplated or under consideration.

ARTICLE IV — COVENANTS OF MORTGAGOR The Mortgagor hereby covenants and agrees with the Mortgagee and the Secured Parties as follows:

Section 4.01 — Payment of Secured Obligations. The Mortgagor shall pay, or shall cause the Borrower to pay, all Secured Obligations promptly as and when the same become due and payable, whether at stated maturity, by acceleration, or otherwise, in accordance with the terms of the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the Mortgagor acknowledges that the Term L

Section 4.02 — Maintenance and Repair. The Mortgagor shall maintain the Mortgaged Property, including all Improvements and Fixtures, in good condition, repair, and working order, ordinary wear and tear excepted, and shall promptly make or cause to be made all necessary repairs, renewals, and replacements. The Mortgagor shall not commit or permit waste on or to the Mortgaged Property. The Mortgagor shall not remove, d

Section 4.03 — Insurance. (a) The Mortgagor shall maintain, or cause to be maintained, insurance on the Mortgaged Property and with respect to the operations conducted thereon in such amounts, with such coverages, in such forms, and with such insurance carriers as are required by the Credit Agreement, including, without limitation: (i) property and casualty insurance (including "all risk" or "special form" coverage)

Section 4.04 — Payment of Taxes and Assessments. (a) The Mortgagor shall pay, or cause to be paid, all real property taxes, assessments, water rates, sewer rates, and all other governmental charges and levies now or hereafter levied or assessed against the Mortgaged Property, or any part thereof, before any penalty or interest accrues thereon or before any lien attaches to the Mortgaged Property on account thereof. T

Section 4.05 — Compliance with Laws. The Mortgagor shall comply, and shall cause the Mortgaged Property and the use and operation thereof to comply, in all material respects with all applicable federal, state, and local laws, statutes, ordinances, rules, regulations, codes, orders, and requirements, including, without limitation, all Environmental Laws, all zoning and land use ordinances and regulations, all building

Section 4.06 — Environmental Covenants. (a) The Mortgagor shall not cause or permit any Hazardous Materials to be brought upon, kept, stored, used, generated, manufactured, treated, disposed of, released, or discharged on, in, under, or about the Mortgaged Property or transported to or from the Mortgaged Property, except in compliance with all applicable Environmental Laws and in the ordinary course of the Mortgagor'

Section 4.07 — Defense of Title. The Mortgagor shall preserve and defend good and marketable title to the Mortgaged Property and the validity and priority of the lien of this Mortgage against all claims and demands of all Persons whomsoever. The Mortgagor shall not create, incur, assume, or suffer to exist any lien, encumbrance, charge, or security interest on or with respect to the Mortgaged Property, or any part th

Section 4.08 — Further Assurances. The Mortgagor shall, at its sole cost and expense, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments, documents, and certificates, and shall take such further actions, as the Mortgagee may from time to time reasonably request for the purpose of (a) confirming or perfecting the lien of this Mortgage upon the Mortgaged Pr

Section 4.09 — Leases. (a) The Mortgagor shall not enter into, modify, amend, supplement, extend, renew, terminate, cancel, accept the surrender of, or consent to the assignment or subletting of any Lease of the Mortgaged Property or any portion thereof except as permitted by the terms of the Credit Agreement. (b) All Leases entered into after the date of this Mortgage shall be subordinate to the lien of this Mortgag

Section 4.10 — No Transfer. The Mortgagor shall not, without the prior written consent of the Mortgagee (or compliance with the applicable provisions of the Credit Agreement), sell, convey, transfer, assign, or further encumber the Mortgaged Property, or any part thereof or interest therein, except as expressly permitted under the Credit Agreement. Without limiting the foregoing, the Mortgagor acknowledges that the C

Section 4.11 — Alterations and Improvements. The Mortgagor may make alterations, additions, and improvements to the Mortgaged Property in the ordinary course of its business without the prior written consent of the Mortgagee, provided that such alterations, additions, and improvements (a) do not materially and adversely affect the structural integrity of any Improvement, (b) do not materially decrease the value of th

Section 4.12 — Inspection Rights. The Mortgagee and its authorized agents, representatives, and consultants shall have the right, at any reasonable time and from time to time, upon reasonable prior written notice to the Mortgagor (except in the case of an emergency or upon the occurrence and during the continuance of an Event of Default, in which case no prior notice shall be required), to enter upon and inspect the

ARTICLE V — ASSIGNMENT OF LEASES AND RENTS

Section 5.01 — Assignment. As additional security for the payment and performance of the Secured Obligations, the Mortgagor hereby absolutely and unconditionally assigns, transfers, and sets over unto the Mortgagee, for the ratable benefit of the Secured Parties, all of the Mortgagor's right, title, and interest in and to: (a) all Leases, whether now existing or hereafter entered into, covering the Mortgaged Property

Section 5.02 — License to Collect. (a) Notwithstanding the assignment set forth in Section 5.01 above, so long as no Event of Default shall have occurred and be continuing, the Mortgagor shall have a revocable, non-exclusive license to collect, receive, use, and enjoy the Rents from the Mortgaged Property as they become due and payable, subject to the terms and conditions of this Mortgage and the Credit Agreement. (b

Section 5.03 — Enforcement. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may apply collected Rents to the Secured Obligations in such order, priority, and manner as the Collateral Agent shall determine in accordance with the terms of the Credit Agreement and, to the extent applicable, the Intercreditor Agreement. In addition, the Mortgagee may exercise all rights and remedies a

ARTICLE VI — SECURITY AGREEMENT AND FIXTURE FILING

Section 6.01 — Grant of Security Interest. To the extent that any property described in this Mortgage (including, without limitation, Fixtures, equipment, inventory, accounts, chattel paper, instruments, general intangibles, or other personal property) constitutes "personal property" or "fixtures" as such terms are defined in the UCC, this Mortgage shall constitute a "security agreement" within the meaning of Article

Section 6.02 — Fixture Filing. This Mortgage shall be filed for record in the office of the Recorder of Deeds of Winnebago County, Illinois, and shall constitute a "fixture filing" within the meaning of Section 9-502(c) of the UCC (810 ILCS 5/9-502(c)) and Section 9-334 of the UCC (810 ILCS 5/9-334). The following information is provided for purposes of such fixture filing: (a) Debtor (Record Owner of Real Property):

Section 6.03 — Remedies under UCC. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may, in addition to all other rights and remedies available to it under this Mortgage and applicable law, exercise all rights and remedies of a secured party under Article 9 of the UCC with respect to the personal property and fixtures constituting a part of the Mortgaged Property, including, withou

ARTICLE VII — EVENTS OF DEFAULT

Section 7.01 — Events of Default. Each "Event of Default" under the Credit Agreement (as defined in Section 8.01 of the Credit Agreement) shall automatically and without further action constitute an Event of Default under this Mortgage. Without limiting the generality of the foregoing and for the avoidance of doubt, the following shall constitute Events of Default under this Mortgage: (a) failure by the Borrower to p

Section 8.01 — Acceleration. Upon the occurrence and during the continuance of an Event of Default, the Secured Obligations may be declared immediately due and payable, without presentment, demand, protest, or other notice of any kind (all of which are hereby waived by the Mortgagor to the fullest extent permitted by applicable law), in accordance with the terms and provisions of the Credit Agreement. The Administrat

Section 8.02 — Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee may institute proceedings for the foreclosure of this Mortgage by judicial proceedings in accordance with the Illinois Mortgage Foreclosure Law, 735 ILCS 5/15-1101 et seq. (the "IMFL"), and may cause the Mortgaged Property, or any part thereof, to be sold in accordance with the provisions of the IMFL. The

Section 8.03 — Power of Sale. If and to the extent that a power of sale is or may become available under the laws of the State of Illinois, or if such power is available under the terms of the IMFL (including, without limitation, the "consent foreclosure" provisions of 735 ILCS 5/15-1402), the Mortgagee may, upon the occurrence and during the continuance of an Event of Default, exercise such power of sale or consent

Section 8.04 — Receiver. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee shall be entitled, as a matter of right and without regard to the value or adequacy of the Mortgaged Property as security for the Secured Obligations or the solvency of any Person liable for the payment thereof, to the appointment of a receiver of the Mortgaged Property and all Rents, issues, profits, and inc