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Contract analysis / post-closing-certificate-mortgages-title-policies.docx
post-closing-certificate-mortgages-title-policies.docx
High · 0
Medium · 4
Standard · 2
1. Recitals
Medium
⚑ Assignment / subcontracting
1. Recitals A. The Credit Agreement was entered into as of March 28, 2025, and provides for, among other things, a senior secured Term Loan B facility in the original aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B Facility"), made available by the Lenders to the Borrower on the terms and conditions set forth therein. B. Pursuant to Section 6.14(a) of the Cred
2. Identification of Mortgaged Properties
2. Identification of Mortgaged Properties The following table sets forth the Mortgaged Properties with respect to which the Recorded Mortgages and Title Policies are being delivered pursuant to this Certificate: The aggregate appraised value of the four Mortgaged Properties is $193,000,000. Each property was identified as a "Mortgaged Property" on Schedule 6.14(a) to the Credit Agreement and is required to be encumbe
3. Certification of Delivery of Recorded Mortgages
Medium
⚑ Assignment / subcontracting
3. Certification of Delivery of Recorded Mortgages The undersigned, Michelle Kaplan, in her capacity as a duly authorized officer (Chief Financial Officer) of Nexford Industrial Holdings Inc., the Borrower under the Credit Agreement, hereby certifies to the Collateral Agent that the following Mortgages have been duly executed by the applicable Loan Party, duly acknowledged (where required by applicable state law), du
4. Certification of Delivery of Lender's Title Insurance Policies
Standard
⚑ Commercial term
4. Certification of Delivery of Lender's Title Insurance Policies The undersigned hereby certifies that the following lender's title insurance policies have been duly issued by Landmark Title Assurance Company and are being delivered to the Collateral Agent concurrently with the delivery of this Certificate. Each Title Policy insures the validity, enforceability, and first-priority status of the applicable Mortgage l
5. Additional Certifications
Standard
⚑ Commercial term
5. Additional Certifications 5.1 Confirmation of Lien Priority The undersigned hereby certifies that, to the knowledge of the undersigned (after due inquiry), each Mortgage delivered pursuant to Section 3 of this Certificate constitutes a valid, binding, and enforceable first-priority lien on the applicable Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Per
6. Enclosures / Exhibits
Medium
⚑ Assignment / subcontracting
6. Enclosures / Exhibits The following documents are enclosed with, and form a part of, this Certificate: Exhibit A: Recorded Mortgage — Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for 1400 Industrial Parkway, Schaumburg, Illinois 60173 (bearing Cook County, Illinois Recorder of Deeds recording stamp, Document Number 2504142278) Exhibit B: Recorded Mortgage — Mortgage, Assignment o
7. Signature
7. Signature The undersigned has executed this Post-Closing Certificate as of the date first written above and certifies that the statements made herein are true and correct as of the date hereof. NEXFORD INDUSTRIAL HOLDINGS INC. a Delaware corporation By: ________ Name: Michelle Kaplan Title: Chief Financial Officer Date: April 29, 2025 Address: 1400 Industrial Parkway Schaumburg, Illinois 60173 Telephone: (847) 555
8. Acknowledgment of Receipt by Collateral Agent
8. Acknowledgment of Receipt by Collateral Agent For use by the Collateral Agent. The Collateral Agent's execution of this acknowledgment confirms receipt of the above-referenced Certificate and the enclosures identified in Section 6, and the Collateral Agent's acknowledgment that the Borrower's post-closing obligation under Section 6.14(a) of the Credit Agreement with respect to the Mortgaged Properties has been sat
9. Distribution
9. Distribution Copies of this Certificate and the enclosures hereto have been delivered (via overnight courier and electronic transmission) to the following parties:
1. Crescent Harbor Bank, N.A., as Administrative Agent
1. Crescent Harbor Bank, N.A., as Administrative Agent 320 Federal Street Boston, Massachusetts 02110 Attention: Elaine Prescott, Managing Director, Leveraged Finance
2. Whitfield & Gage LLP (Agent's Counsel)
2. Whitfield & Gage LLP (Agent's Counsel) 51 West 52nd Street New York, New York 10019 Attention: Margaret Ashby, Partner
3. Calderwood & Harkness LLP (Borrower's Counsel)
3. Calderwood & Harkness LLP (Borrower's Counsel) 425 Lexington Avenue New York, New York 10017 Attention: Claudia Merritt, Partner / Marcus Leung, Counsel
4. Kellner Brandt & Associates LLP (Sponsor's Counsel)
Medium
⚑ Liability cap to check against exposure
4. Kellner Brandt & Associates LLP (Sponsor's Counsel) 900 Third Avenue New York, New York 10022 Attention: Patricia Voss, Partner Reference: Matter No. 1005-00001 Confidential. This Post-Closing Certificate and the enclosures hereto contain confidential information relating to the credit facilities provided under the Credit Agreement (NIH Credit Agreement — Execution Version, dated March 28, 2025). Distribution of t