Contract analysis

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

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 exten

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

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 fir

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

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

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

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

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 S

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 Ba

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 t

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,

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 inc

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 P

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 cod

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 environmen

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,

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 b

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 (includin

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 a

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 perf

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 R

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 an

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

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

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 con

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 provi

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 withou

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

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 operat

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

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

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, sett