Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes Calderwood & Harkness LLP's review of four title insurance commitments issued by Landmark Title Assurance Company ("Landmark Title" or the "Title Company") in connection with the mortgages to be granted on real property collateral securing the $1,400,000,000 senior secured Term Loan B facility (the "Credit Facility") governed by that certain Credit Agreement dated as of

II. BACKGROUND AND TRANSACTION CONTEXT A. The Credit Facility and Collateral Package On March 28, 2025, the Borrower and its subsidiaries entered into the Credit Agreement providing for a $1,400,000,000 senior secured Term Loan B facility. Crescent Harbor Bank, N.A. serves as Administrative Agent and Collateral Agent under the Credit Agreement. The Credit Facility refinanced existing indebtedness of the Borrower, inc

III. GENERAL STANDARDS AND REQUIREMENTS APPLICABLE TO ALL COMMITMENTS A. Lender's Policy Form Each of the four title insurance commitments proposes issuance of an ALTA Lender's Policy (2006 form, as amended) in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement. The ALTA Lender's Policy (2006 form) is the current industry-standard form for instit

1. Delivery of Executed Mortgage. Delivery to the Title Company of a duly executed and acknowledged mortgage (or deed of trust, in the case of Texas) in recordable form, granting a lien on the applicable property in favor of the Collateral Agent. The mortgage must be executed by the fee owner of the property (or, in the case of a deed of trust, by the grantor/trustor), with all signatures properly notarized and witne

2. Recording of Mortgage. Recording of the mortgage in the office of the applicable county recorder of deeds (or county clerk, in the case of Harris County, Texas), with evidence of recording (including the recorded instrument with recording stamp and book/page or instrument number) to be provided to the Title Company.

3. Payment of Recording Taxes and Fees. Payment of all applicable mortgage recording taxes, deed recording fees, state transfer taxes, and filing fees. The applicable taxes and fees vary by jurisdiction and are addressed in the property-specific sections below and in Sylvia Hartwell's tax memorandum dated March 10, 2025.

4. Evidence of Entity Authority. Delivery of evidence of the authority of the grantor entity to execute and deliver the mortgage, including: (a) certified copies of organizational documents (certificate of formation or certificate of incorporation, as applicable); (b) operating agreement or bylaws, as applicable; (c) resolutions of the governing body (board of directors, managers, or members, as applicable) authorizi

5. Payment of Title Insurance Premiums. Payment of all title insurance premiums and endorsement charges to Landmark Title. Premium estimates are discussed in Section VI below.

6. ALTA/NSPS Survey. Delivery of a satisfactory ALTA/NSPS land title survey for each property, prepared by a licensed surveyor and certified to both Landmark Title Assurance Company and Crescent Harbor Bank, N.A., as Collateral Agent. In the alternative, if the Collateral Agent and the Title Company agree to rely on an existing survey, delivery of a surveyor's affidavit or no-change affidavit confirming that no chang

7. UCC Searches. Delivery of UCC search results confirming no prior liens on fixtures at each property, or delivery of UCC-3 Termination Statements or subordination agreements with respect to any such filings. We note that all UCC-1 financing statements in favor of Atlas Meridian Bank, N.A. (the prior collateral agent under the refinanced credit facility) were required to be terminated at or promptly following the cl

8. Tax Certificates. Delivery of tax certificates from the applicable county tax assessor or collector confirming the current status of real property taxes on each property, including confirmation that there are no delinquent or unpaid real property taxes, special assessments, or other charges constituting a lien on the property. Tax certificates have been ordered from each applicable county and are expected to be re

1. Rights of Parties in Possession. The standard exception for rights or claims of parties in possession not shown by the public records should be deleted upon delivery of (a) a current ALTA/NSPS survey showing the boundaries of the property, all improvements, and any evidence of possession, and (b) a borrower's affidavit confirming that no party other than the fee owner (and any tenants under recorded leases, if app

2. Unfiled Mechanic's Liens. The standard exception for mechanic's liens or materialmen's liens that may not yet have been filed of record should be deleted or endorsed over upon delivery of a lien waiver affidavit and/or indemnity from the property owner confirming that no construction, alterations, repairs, or improvements have been performed on the property within the applicable statutory lien period (or, if work

3. Survey Matters. The standard exception for matters that would be disclosed by an accurate survey of the property should be addressed by delivery of a current ALTA/NSPS survey meeting Table A requirements (including optional items as specified in the Title Requirements Letter). Upon receipt of a satisfactory survey, Landmark Title should delete the general survey exception and replace it, if necessary, with specifi

4. Taxes and Assessments Not Yet Due and Payable. The standard exception for general real estate taxes and assessments for the current and subsequent years that are not yet due and payable is a customary remaining exception in lender's title insurance policies and is acceptable, provided that the tax certificates confirm that there are no delinquent or unpaid taxes or assessments. This exception will remain in the fi

1. ALTA 9 (Comprehensive / Restrictions, Encroachments, Minerals) or ALTA 9.3 (Covenants, Conditions and Restrictions — Improved Land — Loan Policy): Provides coverage against loss arising from violations of covenants, conditions, and restrictions affecting the property, encroachments of improvements onto easements or across boundary lines, and damage resulting from the exercise of mineral rights. This is a critical

2. ALTA 3.0 / 3.1 (Zoning — Unimproved / Improved Land): Provides coverage that the property is classified under the applicable zoning ordinance in a particular zoning classification and that such classification permits the current use of the property. The ALTA 3.1 form (improved land) is appropriate for each of the four properties, as each contains existing improvements. This endorsement requires the Title Company t

3. ALTA 17 / 17.1 (Access and Entry): Provides coverage that the property has access to and from a physically open public street or highway. This endorsement is important for industrial properties that depend on vehicular access for manufacturing and distribution operations.

4. ALTA 22 (Location): Provides coverage that the improvements on the property are located at the street address specified in the endorsement. This endorsement is used in conjunction with the survey to confirm that the insured property corresponds to the address identified in the loan documents.

5. ALTA 25 / 25.1 (Same as Survey): Provides coverage that the land described in the policy is the same as that shown on the survey identified in the endorsement. This endorsement ties the policy's legal description to the survey and provides an additional layer of assurance regarding the identity and boundaries of the insured property.

6. ALTA 28 / 28.1 (Easement — Damage or Enforced Removal): Provides coverage against loss arising from the exercise of an easement right that results in damage to or enforced removal of improvements on the property. This endorsement is relevant for properties subject to utility easements or other easements that may affect existing improvements.

7. ALTA 35 (Minerals and Other Subsurface Substances): Provides coverage against loss arising from the exercise of the right to extract minerals or other subsurface substances from the property. This endorsement is particularly critical for the Houston property, where mineral rights reservations are common in Texas, and is discussed in further detail in Section IV.D below.

8. Variable Rate Endorsement: Provides coverage for the variable (floating) interest rate applicable to the Credit Facility, which bears interest at Adjusted Term SOFR plus an applicable margin. Without this endorsement, the lender's policy might be argued to cover only a fixed rate of interest, potentially limiting recovery in the event of a claim.

9. Revolving Credit / Future Advance Endorsement: To the extent the form of mortgage includes provisions relating to future advances or revolving obligations (as may be applicable under the Credit Agreement's mechanics for protective advances or expense reimbursements), this endorsement provides coverage for indebtedness arising from future advances under the mortgage.

10. Fairway / Tie-In Endorsement (Aggregation Endorsement): This endorsement is discussed in greater detail in Section V below. It is intended to aggregate the coverage amounts of all four lender's policies so that the full aggregate policy limits are available to cover a loss at any one property, up to the combined aggregate limit. This endorsement involves multi-state coordination and may require compliance with th

11. Environmental Protection Lien Endorsement: Provides coverage against loss arising from the priority of an environmental protection lien imposed under applicable federal or state law (such as a CERCLA lien or state equivalent). The availability of this endorsement varies by state and is addressed in the property-specific sections below.

12. Usury Endorsement: Where applicable, provides coverage against loss arising from the invalidity or unenforceability of the insured mortgage due to a violation of applicable usury laws. The relevance and availability of this endorsement vary by state. Note on Endorsement Availability. Endorsement availability varies by state. While Illinois generally recognizes the full range of ALTA endorsements, South Carolina a

IV. PROPERTY-SPECIFIC COMMITMENT REVIEWS A. Property 1: 1400 Industrial Parkway, Schaumburg, IL 60173 (Commitment No. LTA-2025-00471)

1. Commitment Summary. The title insurance commitment for the Schaumburg property was issued by Landmark Title Assurance Company as Commitment No. LTA-2025-00471, with an effective date of April 3, 2025. The commitment proposes issuance of an ALTA Lender's Policy (2006 form) in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the proposed policy amount of $85,000,000. This amount is consistent with the ap

2. Schedule B-I Requirements (Conditions to Policy Issuance). The Schedule B-I of Commitment No. LTA-2025-00471 sets forth the following requirements as conditions to the issuance of the lender's policy: (a) Execution and Recording of Mortgage. Execution and recording of the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Nexford Properties, LLC, as grantor, in favor of Crescent Har

3. Schedule B-II Exceptions (Exceptions from Coverage). The Schedule B-II of Commitment No. LTA-2025-00471 lists the following exceptions from coverage. Each exception is analyzed below: Exception 1: General Real Estate Taxes. "General real estate taxes for the year 2025 and subsequent years, not yet due and payable." This is a standard exception that appears in all title insurance commitments and policies. It is acc

4. Endorsements. All endorsements listed in Section III.E above are available under Illinois law and have been requested from Landmark Title for the Schaumburg property. Illinois is generally receptive to the full range of ALTA endorsements, and we do not anticipate any issues with endorsement availability. Specifically: • The ALTA 3.1 (Zoning — Improved Land) endorsement is available in Illinois. Landmark Title has

5. Action Items — Schaumburg Property. The following action items must be completed prior to the Post-Closing Deadline with respect to the Schaumburg property: • [ ] Obtain and deliver updated ALTA/NSPS survey from Meridian Land Surveying, LLC, certified to Landmark Title and Crescent Harbor (Target: April 18, 2025). • [ ] Deliver entity authority documents for Nexford Properties, LLC to Landmark Title, including upd

1. Commitment Summary. The title insurance commitment for the Rockford property was issued by Landmark Title Assurance Company as Commitment No. LTA-2025-00472, with an effective date of April 4, 2025. The commitment proposes issuance of an ALTA Lender's Policy (2006 form) in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the proposed policy amount of $42,000,000, consistent with the Greystone appraisal

2. Schedule B-I Requirements (Conditions to Policy Issuance). The Schedule B-I requirements for the Rockford property are substantially similar to those for the Schaumburg property, as both properties are located in Illinois and are subject to the same state-level statutory and regulatory requirements. The key requirements are as follows: (a) Execution and Recording of Mortgage. Execution and recording of the Mortgag

3. Schedule B-II Exceptions (Exceptions from Coverage). The Schedule B-II of Commitment No. LTA-2025-00472 lists the following exceptions: Exception 1: General Real Estate Taxes. "General real estate taxes for the year 2025 and subsequent years, not yet due and payable." Standard and acceptable, as discussed in Section IV.A.3 above. Exception 2: Easements and Restrictions of Record. The commitment references a Declar

4. Endorsements. The same Illinois endorsement package requested for the Schaumburg property has been requested for the Rockford property. All endorsements listed in Section III.E above are available under Illinois law. Specifically: • The ALTA 3.1 (Zoning — Improved Land) endorsement should confirm that the property is classified in an appropriate industrial zoning district under the City of Rockford zoning ordinanc

5. Action Items — Rockford Property. • [ ] Deliver updated survey or no-change affidavit (with confirmation from David Engstrom that no material changes have been made since the August 2021 survey) (Target: April 18, 2025). • [ ] Deliver entity authority documents for Nexford Precision Components, Inc. to Landmark Title, including updated good standing certificates (Target: April 16, 2025). • [ ] Confirm removal of A

1. Commitment Summary. The title insurance commitment for the Greenville property was issued by Landmark Title Assurance Company as Commitment No. LTA-2025-00473, with an effective date of April 4, 2025. The commitment proposes issuance of an ALTA Lender's Policy (2006 form) in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the proposed policy amount of $38,000,000, consistent with the Greystone apprais

2. Schedule B-I Requirements (Conditions to Policy Issuance). The Schedule