PREPARED BY AND AFTER RECORDING RETURN TO:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung
PROPERTY ADDRESS: 2750 Commerce Drive, Rockford, Illinois 61101
COUNTY OF RECORDING: Winnebago County, Illinois
TAX PARCEL NO(S).: [To be inserted upon recording]
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Dated as of _____________, 2025
by
NEXFORD PROPERTIES, LLC, a Delaware limited liability company, as Mortgagor
to
CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent for the benefit of the Secured Parties, as Mortgagee
Securing Obligations Under
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,
IRONWOOD CAPITAL MARKETS, LLC and NORTHVANE SECURITIES, INC., as Joint Lead Arrangers,
and
the Lenders party thereto
$1,400,000,000 Senior Secured Term Loan B Facility
THIS MORTGAGE CONSTITUTES A FIXTURE FILING UNDER SECTION 9-502(c) OF THE ILLINOIS UNIFORM COMMERCIAL CODE (810 ILCS 5/9-502(c)).
THIS MORTGAGE SECURES FUTURE ADVANCES AND FUTURE OBLIGATIONS TO THE MAXIMUM EXTENT PERMITTED BY ILLINOIS LAW.
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 ___, 2025, by NEXFORD PROPERTIES, LLC, a Delaware limited liability company (the "Mortgagor"), having an address at c/o Nexford Industrial Holdings Inc., 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 (together with its successors and assigns in such capacity, the "Mortgagee"), having an address at 320 Federal Street, Boston, Massachusetts 02110.
RECITALS
A. The Credit Agreement and Secured Obligations. Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacity, the "Administrative Agent" and the "Collateral Agent", respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the several financial institutions from time to time party thereto as Lenders (collectively, the "Lenders") have entered into that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, replaced, refinanced, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have made available to the Borrower a senior secured Term Loan B facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B"). The Term Loan B matures on March 28, 2032 (the seventh anniversary of the closing date) and bears interest at a rate per annum equal to Term SOFR plus 400 basis points, subject to a SOFR floor of 0.75%. The Credit Agreement is governed by the laws of the State of New York.
B. The Guarantee Agreement. In connection with the Credit Agreement, the Borrower and certain of its Subsidiaries, including the Mortgagor, have entered into 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"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which, among other things, the Mortgagor, as a Subsidiary Guarantor, has unconditionally and irrevocably guaranteed the punctual payment and performance of all Secured Obligations of the Borrower and the other Guarantors under the Credit Agreement and the other Loan Documents.
C. The Security Agreement. In connection with the Credit Agreement, the Borrower and certain of its Subsidiaries, including the Mortgagor, have entered into 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"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Mortgagor has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of its personal property, including, without limitation, accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, and investment property. This Mortgage supplements the Security Agreement with respect to the real property and fixtures located at the Mortgaged Property and constitutes an additional Loan Document under the Credit Agreement.
D. Purpose and Requirement. The execution and delivery of this Mortgage is required as a condition subsequent and post-closing obligation of the Borrower and the Mortgagor under the Credit Agreement. The closing of the Credit Agreement occurred on March 28, 2025, and the delivery and recording of this Mortgage is required on or before April 30, 2025, as set forth in Section 6.14 of the Credit Agreement and on the Post-Closing Schedule attached thereto. The Mortgagor is the owner of the fee simple interest in the real property described in Exhibit A attached hereto (the "Land"), together with all improvements, fixtures, and appurtenances thereon, commonly known as 2750 Commerce Drive, Rockford, Illinois 61101, situated in Winnebago County, State of Illinois (collectively, the "Mortgaged Property"). The Mortgaged Property has been appraised at a fair market value of Forty-Two Million Dollars ($42,000,000) pursuant to an appraisal prepared by Greystone Valuation Services, Inc., conducted by Daniel Pritchard, MAI. The Mortgaged Property is the site of a Precision Components manufacturing plant operated by Nexford Precision Components, Inc., a wholly-owned subsidiary of the Borrower.
E. Intercreditor Agreement. The Mortgagor acknowledges and agrees that the liens and security interests created by this Mortgage are subject to the terms and conditions of that certain First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 (as the same may be amended, 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 (in respect of the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by the Borrower), and Nexford Industrial Holdings Inc. This Mortgage secures first lien obligations of the Borrower and the Mortgagor, and the priority of the liens herein is established and governed by the Intercreditor Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by this reference), the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the full and punctual payment and performance of all Secured Obligations (as hereinafter defined), the Mortgagor hereby agrees as follows:
ARTICLE I — DEFINITIONS
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 permitted assigns.
"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as Collateral Agent under the Credit Agreement and the other Loan Documents, for the benefit of the Secured Parties, together with its successors and assigns in such capacity.
"Credit Agreement" means the Credit Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, the Administrative Agent, the Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto, as the same may be amended, restated, amended and restated, supplemented, extended, refinanced, replaced, or otherwise modified from time to time in accordance with its terms.
"Default Rate" means, with respect to any Secured Obligation, an additional interest rate of two hundred (200) basis points per annum above the interest rate otherwise applicable to such Secured Obligation, as more fully described in the Credit Agreement.
"Environmental Laws" means all federal, state, and local statutes, laws, rules, regulations, codes, ordinances, orders, decrees, directives, permits, licenses, and other governmental requirements relating to the protection of the environment, natural resources, or human health and safety, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (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.), and the Illinois Environmental Protection Act (415 ILCS 5/).
"Event of Default" has the meaning given to such term in the Credit Agreement.
"Guarantee Agreement" means the Guarantee Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Hazardous Materials" means any pollutants, contaminants, hazardous or toxic substances, materials, or wastes, including asbestos, polychlorinated biphenyls, petroleum and petroleum by-products, and any other substances regulated under Environmental Laws.
"Improvements" means all buildings, structures, and improvements of every nature whatsoever now or hereafter situated on the Land, including, without limitation, the Precision Components manufacturing plant, all related industrial buildings, warehouses, office structures, loading docks, and ancillary structures, together with all replacements and additions thereto and substitutions therefor.
"Intercreditor Agreement" means the First Lien/Unsecured Intercreditor Agreement 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, supplemented, or otherwise modified from time to time.
"Land" means the real property described in Exhibit A attached hereto and incorporated herein by this reference, situated in Winnebago County, State of Illinois.
"Lenders" means, collectively, the financial institutions from time to time party to the Credit Agreement as lenders, including, without limitation, Crescent Harbor Bank, N.A., Ironwood Capital Markets, LLC, Northvane Securities, Inc., Ridgeline Asset Management, LP, Halcyon Credit Partners, LLC, Verdant Institutional Investors, LP, Cascadia Loan Fund III, LP, Bluewater Fixed Income Fund, LP, and all other lenders and assignees that may become parties to the Credit Agreement from time to time.
"Loan Documents" means, collectively, the Credit Agreement, the Guarantee Agreement, the Security Agreement, this Mortgage, the other mortgages delivered in connection with the Credit Agreement, the Intercreditor Agreement, the Pledge Agreements, the IP Security Agreement, and all other agreements, instruments, documents, and certificates delivered in connection therewith, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Mortgaged Property" means, collectively, (a) the Land, (b) the Improvements, (c) all fixtures, machinery, equipment, and other articles of property now or hereafter attached to or used in connection with the Land and the Improvements, (d) all easements, rights-of-way, and appurtenances benefiting the Land, (e) all leases, subleases, licenses, concessions, and occupancy agreements and all rents, royalties, issues, profits, revenue, income, and other benefits derived therefrom, (f) all proceeds (including insurance proceeds and condemnation awards) of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, and (g) all right, title, and interest of Mortgagor in any property hereafter acquired that is or becomes part of the foregoing, all as more particularly described in Article II hereof.
"Mortgagee" means Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, 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.
"Secured Obligations" means all obligations of the Borrower and each Guarantor (including the Mortgagor) under the Credit Agreement and the other Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, 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 thereon (including interest accruing at the Default Rate and interest accruing after the commencement of any bankruptcy, insolvency, receivership, or similar proceeding, whether or not allowed as a claim in such proceeding), (c) all fees (including arrangement fees, commitment fees, and agency fees), (d) all costs and expenses (including attorneys' fees and expenses), (e) all indemnification obligations, (f) all reimbursement obligations, and (g) all other amounts of every type and description owing under the Loan Documents, together with all renewals, extensions, modifications, amendments, refinancings, and refundings of any of the foregoing.
"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, and each other Person to whom any Secured Obligation is owed.
"Security Agreement" means the Security Agreement dated as of March 28, 2025, among the Borrower, certain of its Subsidiaries (including the Mortgagor), and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Term Loan B" means the $1,400,000,000 senior secured term loan facility provided to the Borrower under the Credit Agreement.
"UCC" means the Uniform Commercial Code as in effect in the State of Illinois (810 ILCS 5/).
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 Mortgage to any Section, Article, Exhibit, or Schedule shall be to such Section, Article, Exhibit, or Schedule of or to this Mortgage, unless otherwise specified. The Exhibits and Schedules attached hereto are incorporated herein by this reference and shall constitute a part of this Mortgage for all purposes.
(c) Matters relating to the creation, perfection, priority, and enforcement of liens on real property and fixtures shall be governed by and construed in accordance with the laws of the State of Illinois. Matters relating to the interpretation and construction of the Credit Agreement, the Secured Obligations, and the rights and obligations of the parties under the Credit Agreement shall be governed by the laws of the State of New York, as specified in the Credit Agreement.
(d) As used in this Mortgage, words in the singular number include the plural, and words in the plural number include the singular. Words in the masculine gender include the feminine and neuter genders, and words in the neuter gender include the masculine and feminine genders. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "herein," "hereof," "hereunder," and words of similar import shall be construed to refer to this Mortgage as a whole and not to any particular provision hereof.
(e) The headings and captions of the Articles, Sections, and subsections of this Mortgage are for convenience of reference only and shall not affect the interpretation or construction of this Mortgage.
(f) References to any Person include such Person's successors and assigns to the extent permitted by the applicable Loan Documents. References to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, or re-enacted.
ARTICLE II — GRANTING CLAUSES
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 right, title, and interest in and to the following described property (collectively, the "Mortgaged Property"):
(a) The Land. All that certain parcel or parcels of real property situated, lying, and being in Winnebago County, State of Illinois, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Land"), commonly known as 2750 Commerce Drive, Rockford, Illinois 61101, together with the property identification number(s) and tax parcel number(s) assigned thereto (to be confirmed upon recording).
(b) The Improvements. All buildings, structures, and improvements of every nature whatsoever now or hereafter erected, constructed, placed, or situated upon the Land, including, without limitation, the Precision Components manufacturing plant and all related industrial buildings, warehouses, office buildings, loading docks, parking structures, guard houses, utility buildings, and all other ancillary structures, together with all additions, alterations, betterments, extensions, restorations, renewals, replacements, and substitutions thereto and therefor (collectively, the "Improvements").
(c) The Fixtures. All fixtures, machinery, equipment, and other articles of property now or hereafter attached to, installed in, or used in connection with the Land and the Improvements, whether or not the same are or shall be attached to the Land or the Improvements, including, without limitation, all heating, ventilation, and air conditioning systems and equipment, all plumbing systems and equipment, all electrical systems and equipment, all mechanical systems and equipment, all manufacturing systems and equipment, all CNC machines, lathes, presses, conveyors, and related precision manufacturing equipment, all fire prevention and extinguishing apparatus and equipment, all security systems and equipment, all elevators, escalators, and hoisting equipment, all generators, turbines, engines, and compressors, all boilers, furnaces, and heating units, all tanks, pumps, and piping, all lighting fixtures, and all other fixtures of every kind and nature whatsoever, together with all additions, accessions, renewals, replacements, and substitutions thereto and therefor (collectively, the "Fixtures"). This Mortgage constitutes a fixture filing under Section 9-502(c) of the Illinois Uniform Commercial Code (810 ILCS 5/9-502(c)), and the information required by 810 ILCS 5/9-502 is set forth in Article VI hereof.
(d) Easements and Appurtenances. All easements, rights-of-way, strips, gores, streets, alleys, passages, sewer rights, water rights, water courses, water privileges, mineral rights, oil and gas rights, air rights, development rights, and all other rights, liberties, privileges, hereditaments, and appurtenances in anywise appertaining to the Land or the Improvements, or either of them, or used in connection therewith, including, without limitation, any and all right, title, and interest of the Mortgagor in and to any streets, roads, or public places, opened or proposed, adjacent to or abutting the Land, and any and all sidewalks, vaults, and vault spaces adjoining the Land.
(e) Leases and Rents. All leases, subleases, sub-subleases, licenses, concessions, and occupancy agreements of all or any portion of the Mortgaged Property, whether now existing or hereafter entered into, and all amendments, supplements, extensions, and renewals thereof (collectively, the "Leases"), together with all rents, royalties, issues, profits, revenue, income, receipts, security deposits, escrow funds, and all other benefits of every nature whatsoever derived from or arising out of the Leases or the Mortgaged Property, or any portion thereof (collectively, the "Rents"), including, without limitation, all claims and rights to the payment of damages and default interest arising from any rejection of any Lease by a debtor in a case under the United States Bankruptcy Code.
(f) Proceeds. All proceeds (as defined in the UCC), including, without limitation, all insurance proceeds and all awards, damages, and compensation (including interest thereon, and any proceeds of any such awards, damages, or compensation) heretofore or hereafter made, resulting from condemnation or the taking of the Mortgaged Property, or any part thereof, under the power of eminent domain, by any authority, whether for temporary or permanent use, and all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims (collectively, "Proceeds").
(g) After-Acquired Property. All right, title, and interest of the Mortgagor in and to any real or personal property hereafter acquired by the Mortgagor that is or becomes a part of, attached to, or used in connection with the Mortgaged Property, or any portion thereof, together with all additions, accessions, and appurtenances thereto.
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 paid, performed, and discharged, and all commitments under the Credit Agreement shall have been terminated, this Mortgage shall become null and void and shall be released and discharged in accordance with Section 10.10 hereof.
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 equal to Term SOFR plus 400 basis points (subject to a SOFR floor of 0.75%), including all interest accruing at the Default Rate and all interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding;
(c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, arrangement fees, agency fees, commitment fees, and other fees;
(d) all costs and expenses (including reasonable attorneys' fees and disbursements, court costs, and expenses of enforcement) incurred by the Administrative Agent, the Collateral Agent, or any Lender in connection with the enforcement, preservation, or protection of any right or remedy under the Loan Documents;
(e) all indemnification obligations of the Borrower and the Guarantors under the Credit Agreement, this Mortgage, and the other Loan Documents;
(f) all obligations of the Mortgagor under the Guarantee Agreement, including all amounts owed by the Mortgagor as a Subsidiary Guarantor thereunder; and
(g) all other obligations and liabilities of the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, and including all future advances, modifications, extensions, renewals, and refinancings of the foregoing, to the maximum extent permitted by the laws of the State of Illinois.
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, deliver, and perform this Mortgage and to mortgage, grant, assign, transfer, and convey the Mortgaged Property pursuant to the terms hereof. The execution, delivery, and performance of this Mortgage by the Mortgagor have been duly authorized by all necessary limited liability company action, including all requisite manager and/or member resolutions, and no further consent or approval of any Person is required in connection therewith.
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 lien on the Mortgaged Property, subject only to Permitted Liens, is being issued or has been committed to be issued by Landmark Title Assurance Company in favor of the Mortgagee in an amount and form satisfactory to the Mortgagee and the Administrative Agent.
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 a breach of, or constitute a default under any indenture, agreement, contract, lease, or other instrument to which the Mortgagor is a party or by which the Mortgagor or the Mortgaged Property is bound, or (d) result in the creation or imposition of any lien, charge, or encumbrance upon the Mortgaged Property (other than the lien created by this Mortgage and other Permitted Liens). No consent, approval, authorization, or order of, or filing, registration, or qualification with, any governmental authority or any other Person is required in connection with the execution, delivery, and performance of this Mortgage by the Mortgagor, other than (i) the recording of this Mortgage in the real property records of Winnebago County, Illinois, (ii) any filings required under the UCC, and (iii) such consents and approvals as have already been obtained and are in full force and effect.
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 of equity (whether enforcement is sought in a proceeding at law or in equity).
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 predecessors, successors, or assigns) with respect to the Mortgaged Property have been fully and unconditionally released and terminated as of March 28, 2025 (the closing date under the Credit Agreement), and evidence of such release and termination has been duly recorded in the real property records of Winnebago County, Illinois.
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 knowledge, threatened for the increase or adjustment of real property tax assessments with respect to the Mortgaged Property.
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 requirements, all environmental laws and regulations, and all applicable requirements of the Americans with Disabilities Act. To the Mortgagor's knowledge, no notices of violation or noncompliance have been issued by any governmental authority with respect to the Mortgaged Property that have not been fully remedied or resolved.
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 disposal of Hazardous Materials has occurred at, on, under, or from the Mortgaged Property; and (c) the Mortgaged Property is not listed on the National Priorities List under CERCLA, the Comprehensive Environmental Response, Compensation, and Liability Information System (CERCLIS), or any similar federal, state, or local list of contaminated or potentially contaminated sites. A Phase I Environmental Site Assessment of the Mortgaged Property has been conducted by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager), and the results thereof have been delivered to the Mortgagee and the Administrative Agent. To the Mortgagor's knowledge, there are no pending or threatened environmental claims, actions, suits, investigations, or proceedings with respect to the Mortgaged Property by any governmental authority or any other Person.
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 premiums currently due and payable with respect to such insurance have been paid in full.
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 Mortgaged Property has adequate legal access to public streets and roads, and no condition exists that would result in the termination or impairment of such access.
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 Loan B requires quarterly amortization payments of Three Million Five Hundred Thousand Dollars ($3,500,000) each (representing 1.00% per annum of the original principal amount of $1,400,000,000, payable in equal quarterly installments), with the first such quarterly amortization payment due and payable on June 30, 2025, and continuing on the last business day of each September, December, March, and June thereafter, with all remaining unpaid principal and accrued interest due and payable on the maturity date of March 28, 2032.
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, demolish, or substantially alter any Improvements or Fixtures without the prior written consent of the Mortgagee, except as permitted under Section 4.11 hereof. The Mortgagor shall promptly repair, restore, or rebuild any portion of the Mortgaged Property that may be damaged or destroyed by fire, casualty, or other cause, unless the Mortgagee elects to apply insurance proceeds to the repayment of the Secured Obligations in accordance with the terms of the Credit Agreement.
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) in an amount not less than the full replacement cost of the Improvements and Fixtures (exclusive of the cost of excavation, foundation, and footings below the lowest basement floor); (ii) comprehensive general liability insurance (including contractual liability, products liability, and completed operations liability) in amounts satisfactory to the Mortgagee; and (iii) business interruption insurance for a period of not less than twelve (12) months. All such insurance shall be provided by Continental Shield Underwriters, Inc. or such other insurance carrier or carriers as shall be reasonably acceptable to the Mortgagee and the Administrative Agent (each of which shall have an A.M. Best rating of "A-" or better and a financial size category of not less than "VIII").
(b) The Mortgagee and the Collateral Agent shall be named as "loss payee" (or "mortgagee") under a standard mortgagee clause on all property and casualty insurance policies, and as "additional insured" on all liability insurance policies. All insurance policies shall contain a provision requiring not less than thirty (30) days' prior written notice to the Mortgagee before any cancellation, non-renewal, or material modification thereof (or ten (10) days in the case of cancellation for non-payment of premium).
(c) Insurance proceeds received in respect of any damage to or destruction of the Mortgaged Property or any portion thereof shall be applied in accordance with the mandatory prepayment provisions of the Credit Agreement, which require the application of one hundred percent (100%) of net cash proceeds from insurance events to the prepayment of the Term Loan B, subject to reinvestment rights as set forth in the Credit Agreement and a de minimis threshold of Ten Million Dollars ($10,000,000).
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. The Mortgagor shall deliver to the Mortgagee, promptly upon request, receipts or other evidence satisfactory to the Mortgagee showing the payment in full of all such taxes, assessments, and charges.
(b) Notwithstanding the foregoing, the Mortgagor may contest in good faith, by appropriate proceedings diligently conducted, the validity, applicability, or amount of any such tax, assessment, or charge, provided that (i) such contest shall not result in any criminal liability or forfeiture of the Mortgaged Property or any portion thereof, (ii) the Mortgagor shall maintain adequate reserves for the payment of such contested amount in accordance with GAAP and the requirements of the Credit Agreement, and (iii) the Mortgagor shall promptly pay any such tax, assessment, or charge upon a final determination adverse to the Mortgagor.
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 codes and construction standards, all applicable requirements of the Americans with Disabilities Act, all fire safety codes and requirements, and all sanitary and health regulations. The Mortgagor shall comply with all Sanctions, anti-money laundering laws, and OFAC requirements as required by the Credit Agreement.
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's business.
(b) The Mortgagor shall promptly notify the Mortgagee and the Administrative Agent in writing of: (i) any release, discharge, or disposal of Hazardous Materials on, in, under, or from the Mortgaged Property that is required to be reported to any governmental authority under any Environmental Law; (ii) any environmental condition, claim, action, suit, investigation, or proceeding (whether actual or threatened) affecting or relating to the Mortgaged Property; and (iii) any violation or alleged violation of any Environmental Law affecting the Mortgaged Property.
(c) The Mortgagor shall promptly remediate, at its sole cost and expense, any contamination of the Mortgaged Property by Hazardous Materials in accordance with all applicable Environmental Laws and to the satisfaction of all applicable governmental authorities.
(d) The Mortgagor shall indemnify, defend, and hold harmless the Mortgagee, the Administrative Agent, the Lenders, and each of the other Secured Parties, and their respective successors, assigns, officers, directors, employees, agents, and representatives (collectively, the "Indemnified Parties"), from and against any and all claims, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs of investigation and remediation) arising out of or in any way related to any Hazardous Materials present on, in, under, or about the Mortgaged Property or any violation of Environmental Laws with respect to the Mortgaged Property. The obligations of the Mortgagor under this Section 4.06(d) shall survive the repayment of the Secured Obligations, the release of this Mortgage, and any foreclosure or transfer of the Mortgaged Property.
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 thereof, other than the Permitted Liens.
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 Property, (b) carrying out the intent and purposes of this Mortgage, or (c) protecting the rights and remedies of the Mortgagee and the Secured Parties hereunder. Without limiting the foregoing, the Mortgagor shall cooperate with the Mortgagee in connection with the re-recording of this Mortgage, the filing of any corrective, supplemental, or continuation instruments, and the execution of any UCC financing statements, amendments, or continuation statements as may be necessary or advisable to maintain the perfection and priority of the security interests granted hereby.
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 Mortgage, unless the Mortgagee shall otherwise consent in writing. The Mortgagor shall include in each such future Lease a provision acknowledging the subordination of such Lease to this Mortgage and providing that the tenant thereunder shall attorn to the Mortgagee or any purchaser at a foreclosure sale.
(c) The Mortgagor shall perform and observe all material terms, covenants, and conditions required to be performed and observed by it, as landlord, under all Leases, and shall enforce the material obligations of the tenants thereunder.
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 Credit Agreement contains mandatory prepayment provisions requiring the application of one hundred percent (100%) of net cash proceeds from asset sales and other dispositions to the prepayment of the Term Loan B, subject to (i) the right of the Borrower to reinvest such net cash proceeds in productive assets within 365 days (or 545 days if the Borrower has entered into a binding commitment to reinvest within 365 days), and (ii) an annual de minimis basket of Twenty-Five Million Dollars ($25,000,000).
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 the Mortgaged Property, and (c) comply with all applicable laws, rules, regulations, and building codes. Material alterations, additions, or improvements exceeding the thresholds established in the Credit Agreement (including capital expenditure baskets) shall require the Mortgagee's consent or compliance with the applicable provisions and baskets set forth in the Credit Agreement.
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 Mortgaged Property for the purpose of determining the condition and state of repair thereof, the compliance of the Mortgagor with the terms of this Mortgage and the other Loan Documents, and the status of environmental conditions at the Mortgaged Property.
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 or any part thereof, including, without limitation, all extensions, renewals, modifications, amendments, and supplements of such Leases; and (b) all Rents, including all rents, royalties, issues, profits, revenues, income, receipts, security deposits, escrow funds, and all other benefits, proceeds, and advantages derived from or arising out of the Leases or the Mortgaged Property. This assignment is made in accordance with and is intended to comply with the provisions of 765 ILCS 750/1 et seq. (the Illinois Mortgage Foreclosure Law) and 765 ILCS 710/0.01 et seq. (the Illinois assignment of rents provisions), and shall be construed and enforced in accordance therewith.
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) Upon the occurrence and during the continuance of any Event of Default, the license granted in Section 5.02(a) above shall be automatically and immediately revoked without notice to the Mortgagor, and the Mortgagee shall be entitled to collect and receive all Rents directly from the tenants, licensees, or other occupants of the Mortgaged Property. The Mortgagor hereby irrevocably authorizes and directs any and all tenants, licensees, and occupants of the Mortgaged Property, upon receipt of written notice from the Mortgagee that an Event of Default has occurred and is continuing, to pay all Rents directly to the Mortgagee without any obligation to inquire into the actual existence of such Event of Default.
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 available to it under 765 ILCS 710/0.01 et seq. and 765 ILCS 750/1 et seq., including, without limitation, the right to apply for the appointment of a receiver to collect the Rents and the right to obtain a court order requiring tenants to pay Rents directly to the Mortgagee.
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 9 of the UCC (810 ILCS 5/9-101 et seq.), 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 now or hereafter located on, incorporated into, or used in connection with the Mortgaged Property, together with all products and proceeds thereof. The security interest granted hereby is in addition to, and not in limitation of, the security interest granted under the Security Agreement.
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):
Name: Nexford Properties, LLC
Type of Organization: Limited Liability Company Jurisdiction of Organization: State of Delaware Organizational Identification Number: [DE File No. to be inserted]
Address: c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
(b) Secured Party:
Name: Crescent Harbor Bank, N.A., as Collateral Agent
Address: 320 Federal Street, Boston, Massachusetts 02110
(c) Description of Real Property to Which Fixtures Relate: The real property described in Exhibit A attached hereto and incorporated herein by this reference, situated in Winnebago County, State of Illinois, and commonly known as 2750 Commerce Drive, Rockford, Illinois 61101.
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, without limitation, the right to take possession of, collect, sell, lease, or otherwise dispose of such personal property and fixtures in any commercially reasonable manner. The Mortgagor agrees that a period of ten (10) days' notice before any such sale, lease, or other disposition shall constitute reasonable notice. The proceeds of any such disposition shall be applied in the order and manner set forth in Section 8.07 hereof. The rights and remedies of the Mortgagee under this Section 6.03 are cumulative and in addition to, and not in substitution for, all other rights and remedies available to the Mortgagee at law, in equity, or under the Loan Documents.
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 pay any principal of the Term Loan B when due and payable, whether at stated maturity, by mandatory or optional prepayment, by acceleration, or otherwise;
(b) failure by the Borrower to pay any interest on the Term Loan B or any fee or other amount payable under the Credit Agreement or any other Loan Document within three (3) business days after the same becomes due and payable;
(c) any representation or warranty made or deemed made by the Borrower, any Guarantor (including the Mortgagor), or any of their respective Subsidiaries in the Credit Agreement, this Mortgage, or any other Loan Document proving to have been incorrect or misleading in any material respect when made or deemed made;
(d) failure by the Borrower, any Guarantor (including the Mortgagor), or any of their respective Subsidiaries to observe or perform any covenant, condition, or agreement contained in the Credit Agreement, this Mortgage, or any other Loan Document, subject to any applicable grace or cure periods set forth therein;
(e) a cross-default to Material Indebtedness (as defined in the Credit Agreement), including, without limitation, a default under the Indenture governing the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by the Borrower;
(f) commencement of any bankruptcy, insolvency, reorganization, receivership, liquidation, or similar proceeding by or against the Borrower, any Guarantor (including the Mortgagor), or any of their respective material Subsidiaries;
(g) any judgment or decree for the payment of money in excess of the threshold amount specified in the Credit Agreement being rendered against the Borrower, any Guarantor (including the Mortgagor), or any of their respective material Subsidiaries and remaining undischarged, unvacated, unbonded, or unstayed for a period specified in the Credit Agreement;
(h) the occurrence of any ERISA Event that could reasonably be expected to result in liability to the Borrower and its Subsidiaries in excess of the threshold amount specified in the Credit Agreement;
(i) a Change of Control (as defined in the Credit Agreement), including, without limitation, (A) the acquisition by any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than Granite Peak Capital Partners, LP and its affiliates, of direct or indirect beneficial ownership of more than 35% of the outstanding voting equity interests of Holdings, (B) the Borrower ceasing to be a direct wholly-owned Subsidiary of Holdings, or (C) the occurrence of a "change of control" (however defined) under the Indenture governing the Senior Unsecured Notes;
(j) the invalidity, unenforceability, or impairment of any Loan Document (including this Mortgage) or any lien or security interest created thereunder; and
(k) any other event or condition that constitutes an "Event of Default" under the Credit Agreement.
ARTICLE VIII — REMEDIES
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 Administrative Agent, acting at the direction of the Required Lenders (as defined in the Credit Agreement), may accelerate the outstanding principal amount of the Term Loan B, together with all accrued and unpaid interest thereon, all fees, and all other Secured Obligations. In the event of certain bankruptcy or insolvency events described in the Credit Agreement, such acceleration shall occur automatically without any declaration or other action on the part of the Administrative Agent or the Lenders.
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 Mortgagee shall be entitled to recover in any such proceeding all costs and expenses incident to such proceedings, including, without limitation, reasonable attorneys' fees and disbursements, appraiser's fees, outlays for documentary and expert evidence, stenographer's charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches, and examinations, title insurance policies, and similar data and assurances with respect to title as the Mortgagee may deem to be reasonably necessary. In any such foreclosure proceeding, the Mortgagee shall be entitled to the appointment of a receiver as a matter of right, 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 of such Secured Obligations.
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 foreclosure in accordance with applicable law. The Mortgagor acknowledges that the State of Illinois is primarily a judicial foreclosure state; this provision is included to preserve all rights available to the Mortgagee to the extent permitted by applicable law, now or hereafter in effect.
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 income therefrom. Such receiver shall be appointed by a court of competent jurisdiction in Winnebago County, Illinois (or such other court as may have jurisdiction), upon the application of the Mortgagee, with or without notice to the Mortgagor. The Mortgagor hereby consents to the appointment of such receiver and agrees not to oppose any such application. Such receiver shall have all powers permitt