Contract analysis

I. Executive Summary This memorandum summarizes the results of our review of title searches and ALTA/NSPS Land Title Survey reviews for the four real properties to be mortgaged as part of the collateral package securing the proposed $1,400,000,000 Senior Secured Term Loan B facility (the "Term Loan B Facility") for which Crescent Harbor Bank, N.A. will serve as Administrative Agent and Collateral Agent (in such capac

II. Scope of Review In preparing this memorandum, we reviewed the following documents and information: Title Commitments. We reviewed four title commitments issued by Landmark Title Assurance Company, one for each Mortgaged Property, each dated in February 2025. Each title commitment sets forth the current state of title, the requirements to be satisfied as conditions to the issuance of the loan policy of title insur

III. Summary Table of Mortgaged Properties The following table provides a summary overview of the four Mortgaged Properties: Notes to Table: Each record owner identified in the table above is either the Borrower's dedicated real property holding subsidiary (in the case of Nexford Properties, LLC) or the relevant operating subsidiary that acquired and holds title to the applicable property. All record owners are Subsi

IV. Property-by-Property Title and Survey Analysis A. Property 1: 1400 Industrial Parkway, Schaumburg, IL 60173

1. Property Description. The property located at 1400 Industrial Parkway, Schaumburg, Cook County, Illinois 60173 (the "Schaumburg Property") serves as the corporate headquarters and primary manufacturing facility of Nexford Industrial Holdings Inc. The site comprises a large-scale manufacturing plant, a multi-story office complex housing the Borrower's corporate administrative functions, surface parking areas, loadi

2. Title Commitment Summary. Title Commitment No. LTA-2025-IL-040871 was issued by Landmark Title Assurance Company with an effective date of February 3, 2025. The commitment proposes to insure fee simple title to the Schaumburg Property as vested in Nexford Properties, LLC, subject to the requirements and exceptions set forth therein. The proposed insured under the commitment is Crescent Harbor Bank, N.A. in its cap

3. Schedule B-I Requirements (Conditions to Insurance). The following requirements must be satisfied as conditions to the issuance of the lender's title insurance policy for the Schaumburg Property: (a) Recording of the Mortgage. Execution, delivery, and recording in the Office of the Recorder of Deeds of Cook County, Illinois of a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "

4. Schedule B-II Exceptions (Exceptions to Title). The following exceptions to title are set forth in Schedule B-II of the title commitment for the Schaumburg Property: (i) Real Property Taxes. Real property taxes and assessments for the tax year 2025 and subsequent years, which are not yet due and payable. This is a standard exception that constitutes a Permitted Encumbrance under the Credit Agreement. We have confi

5. Survey Review. The ALTA/NSPS Land Title Survey for the Schaumburg Property was prepared by Meridian Land Surveying, Inc. and is dated February 4, 2025. The survey was prepared in accordance with the 2021 Minimum Standard Detail Requirements and includes the Table A optional items requested by the lender and the title insurer. The survey has been certified to Nexford Properties, LLC, Crescent Harbor Bank, N.A. as C

6. Issues and Recommendations. Based on our review of the title commitment and survey for the Schaumburg Property, we offer the following recommendations: (a) Payoff and Release of Atlas Meridian Mortgage. Ensure that the payoff letter from Atlas Meridian Bank, N.A. is obtained and that the form of mortgage release or satisfaction is agreed upon prior to closing. The recorded release should be obtained promptly at cl

1. Property Description. The property located at 2750 Commerce Drive, Rockford, Winnebago County, Illinois 61101 (the "Rockford Property") is a precision components manufacturing plant and warehouse facility. The site consists of a primary manufacturing building, associated warehouse space, employee parking areas, loading docks, and supporting infrastructure. The property serves as the principal place of operations a

2. Title Commitment Summary. Title Commitment No. LTA-2025-IL-040872 was issued by Landmark Title Assurance Company with an effective date of February 5, 2025. The commitment proposes to insure fee simple title to the Rockford Property as vested in Nexford Precision Components, Inc., subject to the requirements and exceptions set forth therein. The proposed insured is Crescent Harbor Bank, N.A. in its capacity as Col

3. Schedule B-I Requirements (Conditions to Insurance). The following requirements must be satisfied as conditions to the issuance of the lender's title insurance policy for the Rockford Property: (a) Recording of the Mortgage. Execution, delivery, and recording in the Office of the Recorder of Deeds of Winnebago County, Illinois of a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (th

4. Schedule B-II Exceptions (Exceptions to Title). The following exceptions to title are set forth in Schedule B-II of the title commitment for the Rockford Property: (i) Real Property Taxes. Real property taxes and assessments for the tax year 2025 and subsequent years, not yet due and payable. This is a standard Permitted Encumbrance. We have confirmed that all prior year taxes have been paid. (ii) Existing Atlas M

5. Survey Review. The ALTA/NSPS Land Title Survey for the Rockford Property was prepared by Meridian Land Surveying, Inc. and is dated February 6, 2025. The survey was prepared in accordance with the 2021 Minimum Standard Detail Requirements and includes the requested Table A optional items. The survey has been certified to Nexford Precision Components, Inc., Crescent Harbor Bank, N.A. as Collateral Agent, Landmark T

6. Issues and Recommendations. Based on our review, we offer the following recommendations for the Rockford Property: (a) Payoff and Release of Atlas Meridian Mortgage. As with the Schaumburg Property, the payoff and release of the Existing Rockford Mortgage must be coordinated to ensure that Landmark Title will issue the final policy free and clear of this lien. (b) Illinois Mortgage Form and Winnebago County Record

1. Property Description. The property located at 600 Manufacturers Row, Greenville, Greenville County, South Carolina 29607 (the "Greenville Property") is an engineered systems manufacturing plant and campus. The site includes a main manufacturing plant building, a secondary fabrication building, loading and distribution facilities, employee parking, and associated site improvements. The property is situated in an in

2. Title Commitment Summary. Title Commitment No. LTA-2025-SC-018356 was issued by Landmark Title Assurance Company with an effective date of February 7, 2025. The commitment proposes to insure fee simple title to the Greenville Property as vested in Nexford Engineered Systems, LLC, subject to the requirements and exceptions set forth therein. The proposed insured is Crescent Harbor Bank, N.A. in its capacity as Coll

3. Schedule B-I Requirements (Conditions to Insurance). The following requirements must be satisfied as conditions to the issuance of the lender's title insurance policy for the Greenville Property: (a) Recording of the Mortgage. Execution, delivery, and recording in the Office of the Register of Deeds of Greenville County, South Carolina of a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture F

4. Schedule B-II Exceptions (Exceptions to Title). The following exceptions to title are set forth in Schedule B-II of the title commitment for the Greenville Property: (i) Real Property Taxes. Real property taxes and assessments for the tax year 2025 and subsequent years, not yet due and payable. Standard Permitted Encumbrance. Prior year taxes confirmed paid. (ii) Existing Atlas Meridian Mortgage Lien. The existing

5. Survey Review. The ALTA/NSPS Land Title Survey for the Greenville Property was prepared by Palmetto Surveying & Mapping, P.C. and is dated February 10, 2025. The survey was prepared in accordance with the 2021 Minimum Standard Detail Requirements and has been certified to Nexford Engineered Systems, LLC, Crescent Harbor Bank, N.A. as Collateral Agent, Landmark Title Assurance Company, and Calderwood & Harkness LLP

6. Issues and Recommendations. Based on our review of the title commitment and survey for the Greenville Property, we offer the following recommendations: (a) Environmental Restrictive Covenant. This is the most significant title exception among the four Mortgaged Properties. While we do not believe the covenant constitutes a material impediment to the proposed mortgage, it warrants careful attention. Specifically: •

1. Property Description. The property located at 9100 Westpark Industrial Boulevard, Houston, Harris County, Texas 77063 (the "Houston Property") is an industrial coatings and surface technologies manufacturing and processing facility. The site includes a production building, chemical storage and mixing areas, quality control laboratories, office space, employee parking, and loading and shipping facilities. The Houst

2. Title Commitment Summary. Title Commitment No. LTA-2025-TX-073219 was issued by Landmark Title Assurance Company with an effective date of February 8, 2025. The commitment proposes to insure fee simple title to the Houston Property as vested in Nexford Coatings & Surface Technologies, Inc., subject to the requirements and exceptions set forth therein. The proposed insured is Crescent Harbor Bank, N.A. in its capac

3. Schedule B-I Requirements (Conditions to Insurance). The following requirements must be satisfied as conditions to the issuance of the lender's title insurance policy for the Houston Property: (a) Recording of the Deed of Trust. Execution, delivery, and recording in the Official Public Records of Harris County, Texas of a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Ho

4. Schedule B-II Exceptions (Exceptions to Title). The following exceptions to title are set forth in Schedule B-II of the title commitment for the Houston Property: (i) Real Property Taxes. Real property taxes and assessments for the tax year 2025 and subsequent years, not yet due and payable. Standard Permitted Encumbrance. Prior year taxes confirmed paid. (ii) Existing Atlas Meridian Deed of Trust. The existing De