Contract analysis

I. Executive Summary This memorandum analyzes the state and local tax consequences arising from (a) the grant of security interests in personal property, (b) the pledge of equity interests, and (c) the recording of mortgage instruments, in each case in connection with the $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B") to be provided to Nexford Industrial Holdings Inc. ("Nexford" or the "Borrow

II. Transaction Overview and Relevant Security Package A. Transaction Structure The Term Loan B is a $1,400,000,000 senior secured term loan facility governed by a Credit Agreement to be dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders from ti

1. Nexford Industrial Holdings Inc. (anticipated DE File No. 5765432)

2. Granite Peak NIH Holdings, LLC (anticipated DE File No. 7234891)

3. Nexford Precision Components Inc.

4. Nexford Engineered Systems LLC

5. Nexford Coatings & Surface Technologies Inc.

7. Nexford International Holdings Inc. Illinois Secretary of State — One filing:

8. Nexford Manufacturing Services, LLC (Illinois limited liability company) Pennsylvania Department of State — One filing:

9. Clearfield Tool & Die, Inc. (Pennsylvania corporation) South Carolina Secretary of State — One filing:

10. Summit Industrial Fabrication Co. (South Carolina corporation) Texas Secretary of State — One filing:

11. Ridgepoint Specialty Coatings, LLC (Texas limited liability company) Michigan Department of State — One filing:

12. Lakeshore Precision Engineering, Inc. (Michigan corporation) In total, twelve (12) UCC-1 Financing Statements will be filed on or promptly after the closing date. The filing fees associated with these filings are addressed in Section VI of this memorandum. C. Equity Pledges In addition to the personal property security interests, the security package includes the following equity pledges: Holdings Pledge. Granite

III. Illinois — Cook County and Winnebago County Mortgage Recording Taxes A. Applicable Taxes and Statutory Framework The State of Illinois does not impose a state-level mortgage recording tax. This is an important distinction from certain other states (most notably South Carolina and New York) that impose ad valorem taxes on the recording of mortgage instruments. The principal Illinois tax statute relating to real p

IV. South Carolina — Greenville County Mortgage Recording Tax and Documentary Stamp Tax A. Applicable Taxes and Statutory Framework South Carolina is the primary jurisdiction of concern in this transaction from a state and local tax perspective. South Carolina imposes a mortgage recording fee (functionally a tax) under S.C. Code Ann. § 12-24-10 *et seq.*, commonly referred to as the Deed Recording Fee statute. Despit

V. Texas — Harris County Mortgage Recording and Documentary Considerations A. Applicable Taxes and Statutory Framework Texas is among a small number of states that do not impose a mortgage recording tax, documentary stamp tax, or real estate transfer tax on the recording of mortgage instruments (or, in Texas parlance, deeds of trust). This favorable tax environment significantly reduces the transactional costs associ

VI. UCC Filing Fees — All Jurisdictions A. Overview UCC-1 Financing Statement filing fees are administrative charges imposed by the applicable filing office (typically the Secretary of State or Department of State) in connection with the acceptance and indexing of financing statements under Article 9 of the Uniform Commercial Code. These fees are not taxes; they are ministerial charges for the filing and maintenance

VII. Intangible Tax Analysis — Broader Survey A. States Without Intangible or Mortgage Recording Taxes For completeness, and to confirm that no unanticipated tax exposure exists in the jurisdictions in which the Loan Parties are organized or in which collateral is located, we have surveyed the applicable intangible tax and mortgage recording tax regimes in each relevant state: Delaware. Delaware does not impose a mor

VIII. Title Insurance Considerations Although title insurance premiums are not a "tax" in the legal or fiscal sense, they represent a significant transactional cost directly related to the mortgage recordings and are therefore addressed briefly in this memorandum for the convenience of the deal team. The title insurance underwriter for all four mortgaged properties is Landmark Title Assurance Company. Lender's title

IX. Summary of Estimated State and Local Tax and Fee Costs A. Mortgage Recording Taxes and Fees — Summary Table B. UCC Filing Fees — Summary C. Total Estimated State and Local Tax and Fee Exposure The difference between the best-case and worst-case scenarios is approximately $5,039,400 — driven entirely by the South Carolina mortgage recording tax treatment. This underscores the critical importance of implementing th

X. Recommendations and Action Items Based on the analysis set forth in this memorandum, we recommend the following action items, organized by priority:

1. South Carolina Maximum Lien Allocation. Draft the Greenville County mortgage to include a stated maximum lien amount. We recommend setting the maximum lien amount at $38,000,000, which is equal to the appraised value of the 600 Manufacturers Row property. The inclusion of this cap will reduce the South Carolina mortgage recording tax from approximately $5,180,000 to approximately $140,600 — a savings of approximat

2. Illinois Recording. Confirm the current Cook County and Winnebago County recording fee schedules with Hargrove & Whitmore LLP (contact: Robert Kimura, lead partner, 233 South Wacker Drive, Suite 4500, Chicago, IL 60606). Prepare recording cover letters for both counties. Target completion by March 21, 2025.

3. Texas Recording. Confirm the current Harris County Clerk fee schedule for recording deeds of trust. No special tax mitigation strategy is needed for Texas. Target completion by March 21, 2025.

4. Title Insurance Coordination. Work with Landmark Title Assurance Company to obtain premium estimates for lender's title insurance policies on all four properties, including endorsement costs. The title insurance premiums should be factored into the approximately $38,625,000 total transaction fees and expenses estimate reflected in the sources and uses for the Term Loan B. Title insurance commitments are expected i

5. UCC Filing Logistics. Sophie Tremblay to coordinate the filing of all twelve UCC-1 Financing Statements in the six filing jurisdictions (Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan) on the closing date (March 28, 2025), and the filing of UCC-3 termination statements to release existing Atlas Meridian Bank, N.A. liens by March 31, 2025. Sophie should confirm current filing fees in each jur

6. Post-Closing Deadline. All four mortgages must be recorded and corresponding lender's title insurance policies must be delivered by April 30, 2025, in accordance with the post-closing obligations under the Credit Agreement. The deal team should establish a tracking calendar with intermediate milestones (mortgage drafting completion, Collateral Agent review, local counsel review, title commitment receipt, and recor

7. Budget Consideration. The South Carolina recording tax is the primary variable in the state and local tax budget for this transaction. If the maximum lien allocation approach is not achieved — whether due to Collateral Agent objection, local recorder rejection, or other reasons — the additional approximately $5,039,400 in South Carolina recording tax must be promptly communicated to Nexford's management team, spec

XI. Assumptions and Limitations This memorandum is subject to the following assumptions and limitations:

1. This memorandum is based on currently applicable federal, state, and local laws, regulations, and administrative practices as of March 10, 2025. Changes in law or regulation enacted or promulgated after this date may affect the conclusions set forth herein.

2. The recording fees and filing fees set forth in this memorandum are estimates based on publicly available fee schedules and our professional experience with comparable transactions. Exact amounts will depend on the current county and state fee schedules in effect at the time of filing or recording, the actual page counts of the recorded instruments, and the final insured amounts for title insurance purposes.

3. We have not been engaged to provide formal legal opinions on the tax matters discussed in this memorandum. This memorandum is prepared for planning and structuring purposes only and should not be relied upon as a substitute for a formal tax opinion.

4. The South Carolina recording tax analysis set forth in Section IV is preliminary and should be confirmed with South Carolina local counsel who is familiar with the practices and requirements of the Greenville County Recorder of Deeds. We are not admitted to practice in South Carolina and do not represent that the maximum lien allocation approach will be accepted by the Greenville County Recorder without further di

5. This memorandum does not address federal tax implications of the Term Loan B or the related security package. Federal tax considerations — including original issue discount analysis, debt/equity characterization, interest deductibility under Section 163(j) of the Internal Revenue Code, and Section 956 implications of the CFC Holdco pledge — are addressed in separate memoranda prepared by S. Hartwell dated February

6. This memorandum does not address the title insurance commitment review. The review of title commitments, survey matters, exception documents, and endorsement requirements for the four mortgaged properties will be addressed in a separate memorandum anticipated in April 2025, following receipt of the title commitments from Landmark Title Assurance Company.

7. Property ownership by specific Loan Party entities should be confirmed through the title search results currently in progress. The Memorandum — Real Property Title and Survey Review Summary dated February 20, 2025 identified certain items requiring resolution, including the identity of the fee simple owner of the Greenville, South Carolina property. The conclusions in this memorandum are subject to confirmation of

8. Appraised values referenced herein are based on the draft appraisal reports received to date. Final appraisals may adjust these values, which could in turn affect the recommended maximum lien amount for the South Carolina mortgage and, consequently, the estimated recording tax.

XII. Distribution and Privilege Notice PRIVILEGE NOTICE This memorandum constitutes a privileged and confidential attorney-client communication and attorney work product prepared by Sylvia Hartwell, Specialist Partner, Tax, of Calderwood & Harkness LLP. This memorandum is prepared in connection with the provision of legal advice to Nexford Industrial Holdings Inc. and the Calderwood & Harkness LLP deal team in Matter