1005-00001 · Nexford Industrial Holdings · Diligence

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ATTORNEY-CLIENT PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

MEMORANDUM

Date: February 20, 2025

To: Claudia Merritt, Responsible Partner, Banking & Finance Calderwood & Harkness LLP

From: Sophie Tremblay, Working Associate, Banking & Finance Calderwood & Harkness LLP (Reviewed by Marcus Leung, Lead Associate, Banking & Finance)

Re: Real Property Title and Survey Review Summary — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization

Matter No.: 1005-00001

Client/Matter Code: IBL-NIH-2025-031

This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any third party without the prior written consent of the responsible partner.

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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 capacities, the "Collateral Agent").

Transaction Overview. Nexford Industrial Holdings Inc. (the "Borrower" or "Nexford"), a portfolio company of Granite Peak Capital Partners, LP (the "Sponsor"), is undertaking a refinancing of its existing indebtedness and a concurrent dividend recapitalization. Specifically, the Borrower is refinancing (a) its existing $875,000,000 first lien term loan and (b) its existing $190,000,000 revolving credit facility, in each case held by Atlas Meridian Bank, N.A. ("Atlas Meridian"), as administrative agent and collateral agent, and the lenders party thereto, under that certain Credit Agreement dated as of June 14, 2019, as amended through the Fourth Amendment dated September 12, 2024 (the "Existing Credit Agreement"). In addition to the refinancing, the Term Loan B Facility will fund an approximately $335,000,000 dividend recapitalization to Granite Peak NIH Holdings, LLC ("Holdings"), the direct parent entity of the Borrower, and ultimately to the Sponsor.

Real Property Collateral. Pursuant to the terms of the proposed Credit Agreement and the related Security Agreement and other Collateral Documents, the Borrower and its Subsidiary Guarantors are required to deliver first-priority mortgages, deeds of trust, or deeds to secure debt (collectively, "Mortgages") on all owned real property with a fair market value in excess of $10,000,000 (each, a "Mortgaged Property"). Four properties meet this threshold and are the subject of this memorandum. The total aggregate appraised value of these four Mortgaged Properties is $193,000,000, based on appraisals prepared by Greystone Valuation Services, Inc. (lead appraiser: Daniel Pritchard, MAI).

Title and Survey Work. Title searches for each Mortgaged Property were ordered through Landmark Title Assurance Company ("Landmark Title"), acting as title insurance underwriter, and title commitments have been received for all four properties. ALTA/NSPS Land Title Surveys have been obtained or recently recertified for each property. We have completed our review of each title commitment and survey and summarize our findings herein.

Recording Jurisdictions and Timeline. The Mortgages are post-closing deliverables under the Credit Agreement and are required to be recorded by April 30, 2025 in the applicable county recorder's offices in Cook County, Illinois (Schaumburg); Winnebago County, Illinois (Rockford); Greenville County, South Carolina (Greenville); and Harris County, Texas (Houston).

Overall Conclusion. Based on our review, title to each of the four Mortgaged Properties is vested in the appropriate Loan Party entity — either Nexford Properties, LLC (the Borrower's real property holding subsidiary) or the applicable operating subsidiary — in each case, a Subsidiary Guarantor under the Credit Agreement. Each property is subject to standard permitted encumbrances under the Credit Agreement. We have not identified any material title defects or survey exceptions that would impair the Collateral Agent's ability to obtain a valid, enforceable, first-priority mortgage lien on each property, subject to the satisfaction of certain requirements set forth in the title commitments (including the release of the existing Atlas Meridian liens at closing and the recording of the new Mortgages). Certain items requiring further attention — including an environmental restrictive covenant on the Greenville, South Carolina property and a partial mineral reservation affecting the Houston, Texas property — are discussed in detail below but do not, in our assessment, constitute material impediments to the proposed collateral structure.

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 insurance (Schedule B-I), and the exceptions from coverage that will appear in the final policy (Schedule B-II). We reviewed each of the underlying exception documents referenced in the Schedule B-II exceptions to the extent copies were made available by Landmark Title or were obtained from the applicable county recorder's office.

ALTA/NSPS Land Title Surveys. We reviewed four ALTA/NSPS Land Title Surveys, either newly prepared or recently recertified in February 2025, covering each of the four Mortgaged Properties. Each survey was prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established by the American Land Title Association and the National Society of Professional Surveyors, and includes the Table A optional survey items requested by the Collateral Agent and Landmark Title.

Appraisal Reports. We referenced appraised values from the reports prepared by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser) for cross-reference and property identification purposes. We have not independently reviewed or analyzed the appraisal methodology or conclusions; a separate collateral appraisal memorandum addressing the appraisals in detail will be prepared by a member of the deal team.

Existing Mortgage and Lien Documents. We reviewed the existing mortgages and deeds of trust in favor of Atlas Meridian Bank, N.A. as collateral agent under the Existing Credit Agreement, as recorded against each of the four Mortgaged Properties. These existing mortgage liens will be released and discharged at closing upon repayment of the existing facilities. The estimated aggregate payoff amount for the existing first lien term loan is approximately $879,375,000; the existing revolving credit facility is currently undrawn and will be terminated at closing.

Environmental Reports. We referenced the Phase I Environmental Site Assessments prepared by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager) for each of the four properties, specifically with respect to the identification of environmental liens, environmental restrictive covenants, and institutional controls affecting the Mortgaged Properties. A detailed analysis of the environmental due diligence findings is set forth in the separate Environmental Due Diligence Summary memorandum dated February 22, 2025, prepared by Marcus Leung.

Insurance Information. The property insurance program applicable to the Mortgaged Properties is being reviewed separately in the Insurance Program Review memorandum dated February 24, 2025, based on information provided by Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive). The current property and casualty carrier for the Nexford group is Continental Shield Underwriters, Inc. We reference insurance matters in this memorandum only to the extent relevant to survey flood zone determinations and title commitment requirements.

Coordination with Local Counsel. For the two Illinois properties, we have coordinated with Hargrove & Whitmore LLP (Robert Kimura, lead partner), which is serving as local counsel for the Illinois mortgage form review, the preparation of Illinois-specific enforceability and perfection opinions, and coordination with the Cook County and Winnebago County recorder's offices. For the Greenville, South Carolina and Houston, Texas properties, we are coordinating with local counsel as needed regarding jurisdiction-specific mortgage and deed of trust form requirements and recording procedures.

Information from Nexford. We have been in regular contact with Priya Mehta (Vice President, Treasury & Corporate Finance) and David Engstrom (General Counsel & Corporate Secretary) at Nexford regarding factual matters related to property ownership, occupancy arrangements, entity structures, and other matters relevant to this review. We have relied upon representations made by Ms. Mehta and Mr. Engstrom with respect to certain factual matters that are not susceptible to verification through the public record alone, such as inter-company occupancy arrangements and the absence of unrecorded liens or encumbrances.

Limitations. This memorandum does not constitute an independent opinion on title to any of the Mortgaged Properties, nor does it replace or supersede the title commitments or title policies to be issued by Landmark Title. Our review is limited to the documents and information described above and is subject to the assumptions and qualifications set forth herein. This memorandum is not intended to address environmental compliance, regulatory permitting, or building code compliance, except to the extent such matters are reflected in recorded instruments appearing in the chain of title.

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 Subsidiary Guarantors under the Credit Agreement, are parties to the Subsidiary Guaranty, and will execute the applicable Mortgage as Mortgagor or Grantor (as applicable under state law). With respect to Property 4 (Houston), we note that Ridgepoint Specialty Coatings, LLC, a Texas limited liability company and Subsidiary Guarantor acquired by the Nexford group in 2023, is also located at the 9100 Westpark Industrial Boulevard address; however, the title commitment confirms that fee simple title is vested solely in Nexford Coatings & Surface Technologies, Inc., and Ridgepoint's use of the premises appears to be pursuant to an inter-company arrangement. This matter is discussed further in Section IV.D below and is identified as an open item requiring confirmation.

The aggregate appraised value of the four Mortgaged Properties of $193,000,000 represents approximately 13.8% of the total $1,400,000,000 Term Loan B Facility amount. The real property collateral is supplemented by security interests in substantially all other assets of the Borrower and Guarantors, including personal property, intellectual property, equity interests, and deposit accounts, as described in the Security Agreement.

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, loading docks, and ancillary maintenance and utility structures. The improvements are situated on an approximately 42-acre parcel within an established industrial park in the Village of Schaumburg.

The Schaumburg Property is occupied by Nexford Manufacturing Services, LLC ("NMS"), a Delaware limited liability company and Subsidiary Guarantor, as the primary operational user of the manufacturing facilities. NMS is a wholly owned subsidiary of the Borrower and conducts manufacturing operations at the site. The corporate administrative offices of Nexford Industrial Holdings Inc. are also located at this address.

Record Owner: Nexford Properties, LLC, a Delaware limited liability company. Nexford Properties, LLC is a wholly owned subsidiary of the Borrower organized for the purpose of holding the Borrower's principal real property assets. It is a Subsidiary Guarantor under the Credit Agreement and a party to the Subsidiary Guaranty.

Appraised Value: $85,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser). This is the highest-valued property in the Mortgaged Property portfolio and represents approximately 44% of the aggregate appraised real property collateral value.

Legal Description: The legal description of the Schaumburg Property is set forth in Schedule A to Title Commitment No. LTA-2025-IL-040871 and corresponds to the legal description depicted on the ALTA/NSPS Land Title Survey dated February 4, 2025. The legal description describes the parcel by metes and bounds with reference to the recorded plat of the Schaumburg Industrial Park. We have compared the legal description in the title commitment to the legal description on the survey and confirmed that they are consistent.

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 capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement. The form of policy to be issued is an ALTA Loan Policy (2006 form or current equivalent), with such endorsements as may be requested and agreed upon.

The commitment reflects a search of the public records of Cook County, Illinois through the effective date. We have reviewed each Schedule B-I requirement and each Schedule B-II exception, as summarized below.

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 "Schaumburg Mortgage") from Nexford Properties, LLC, as Mortgagor, in favor of Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties, as Mortgagee, encumbering the Schaumburg Property and securing the obligations under the Credit Agreement, in form and substance satisfactory to Landmark Title.

(b) Release of Existing Mortgage Lien. Satisfaction, release, and discharge of the existing Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Nexford Properties, LLC in favor of Atlas Meridian Bank, N.A., as collateral agent, recorded in Book 2019-0847621 at the Cook County Recorder's Office (the "Existing Schaumburg Mortgage"). Landmark Title has confirmed that it will delete the exception for the Existing Schaumburg Mortgage upon receipt of payoff confirmation from Atlas Meridian and either (i) a recorded release of mortgage or (ii) satisfactory evidence that the release has been submitted for recording together with a gap indemnity or hold harmless from the Borrower or from counsel.

(c) Payment of Recording Fees and Taxes. Payment of all applicable Cook County, Illinois recording fees and documentary stamp taxes (if any) associated with the recording of the Schaumburg Mortgage. As discussed in Section VII below, Illinois does not impose a state-level mortgage recording tax, although Cook County recording fees will apply.

(d) Evidence of Authority. Delivery to Landmark Title of satisfactory evidence of the existence, organization, good standing, and authority of Nexford Properties, LLC to execute and deliver the Schaumburg Mortgage, including a secretary's or manager's certificate, current organizational documents (certificate of formation or limited liability company agreement, as applicable), and evidence of Delaware good standing and qualification to do business in Illinois.

(e) Survey Certification. Delivery of the ALTA/NSPS Land Title Survey for the Schaumburg Property, recertified to Landmark Title Assurance Company and Crescent Harbor Bank, N.A. as Collateral Agent, in a form acceptable to the title underwriter.

(f) Standard Gap Indemnity. Delivery of a standard gap indemnity or equivalent protection covering the period between the effective date of the title commitment and the recording date of the Schaumburg Mortgage.

We have reviewed each of these requirements and believe they are standard and capable of being satisfied in the ordinary course of the transaction. The payoff and release of the Existing Schaumburg Mortgage is being coordinated by Marcus Leung and is discussed further in Section V below.

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 confirmed with Priya Mehta that all real property taxes for prior years have been paid in full and that no tax appeals or protests are currently pending with respect to the Schaumburg Property.

(ii) General and Special Assessments. General and special assessments levied by the Village of Schaumburg or other applicable taxing authority. We have reviewed the available public records and confirmed with Landmark Title that no special assessments are currently pending against the Schaumburg Property beyond standard municipal assessments. No outstanding or delinquent assessments have been identified.

(iii) Existing Atlas Meridian Mortgage Lien. The existing Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded as Document No. 2019-0847621 in the records of Cook County, Illinois. This lien secures the obligations under the Existing Credit Agreement and will be released at closing upon repayment of the existing facilities. As noted in the Schedule B-I requirements above, Landmark Title has confirmed it will delete this exception upon receipt of evidence of payoff and recorded release. This exception does not constitute a concern, provided that the release is obtained and recorded in accordance with the closing procedures.

(iv) Utility Easements. Various utility easements for electric, gas, water, and sanitary sewer service, as granted to the applicable utility providers and recorded against the property in connection with the original development of the Schaumburg Industrial Park. These easements are depicted on the ALTA survey and are located along the periphery of the parcel and in designated utility corridors. We have reviewed the easement instruments and confirmed that they are standard in nature, do not grant the easement holders any rights inconsistent with the Borrower's continued use and operation of the property, and do not materially interfere with the existing improvements or the Collateral Agent's mortgage lien. These easements constitute Permitted Encumbrances under the Credit Agreement.

(v) Covenants, Conditions, and Restrictions (CCRs). The Declaration of Covenants, Conditions, and Restrictions for the Schaumburg Industrial Park, as recorded in the Cook County Recorder's Office. We have reviewed the CCRs in their entirety and note that they impose standard industrial park covenants relating to permitted uses, building standards, signage, maintenance obligations, and assessments payable to the industrial park association. The CCRs do not restrict the granting of mortgages on the property, do not require consent of the industrial park association to the encumbrance of the property, and do not contain any provisions that would be triggered by the proposed mortgage transaction or that would impair the Collateral Agent's lien. The CCRs are consistent with the Borrower's current industrial and office operations and constitute Permitted Encumbrances under the Credit Agreement.

(vi) Rights of Tenants in Possession. Rights of tenants or parties in possession. As noted above, the primary occupant of the Schaumburg Property is Nexford Manufacturing Services, LLC, a wholly owned subsidiary of the Borrower and a Subsidiary Guarantor. NMS occupies the manufacturing facilities pursuant to an inter-company arrangement. Because NMS is itself a Loan Party (Subsidiary Guarantor) under the Credit Agreement and a party to the Subsidiary Guaranty, its occupancy does not present a third-party leasehold concern. We are not aware of any third-party tenants or occupants of the Schaumburg Property. We recommend confirming this with Priya Mehta or David Engstrom prior to closing and including an appropriate representation in the Mortgage or closing certificate.

(vii) Standard Printed Exceptions. The title commitment includes certain standard printed exceptions relating to (a) matters that a current survey would disclose, (b) mechanics' and materialmen's liens for work performed within the statutory period, and (c) other general exceptions customary in Illinois title commitments. These standard printed exceptions will be deleted by Landmark Title upon delivery of the recertified ALTA survey, an owner's affidavit (to be executed by an authorized representative of Nexford Properties, LLC), and such other documentation as Landmark Title may reasonably require. We will coordinate the preparation and execution of the owner's affidavit as part of the closing or post-closing deliverables.

In summary, the Schedule B-II exceptions for the Schaumburg Property are standard and do not include any exceptions that would impair the Collateral Agent's ability to obtain a valid first-priority mortgage lien upon recording of the Schaumburg Mortgage and release of the Existing Schaumburg Mortgage.

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 Collateral Agent, Landmark Title Assurance Company, and Calderwood & Harkness LLP.

Our review of the survey reveals the following:

• Encroachments. No encroachments by improvements on the Schaumburg Property onto adjacent properties, and no encroachments by improvements on adjacent properties onto the Schaumburg Property, were identified on the survey.

• Improvements. The existing improvements, including the manufacturing plant buildings, office complex, parking areas, loading docks, and ancillary structures, are located entirely within the parcel boundary lines and comply with applicable setback requirements as established by the Village of Schaumburg zoning ordinance. No improvements extend into any recorded easement areas in a manner that would violate the terms of the applicable easement.

• Easements. The easements depicted on the survey are consistent with the easements disclosed in Schedule B-II of the title commitment. We have compared the plotted locations of the easement areas on the survey with the descriptions contained in the recorded easement instruments and have not identified any discrepancies.

• Flood Zone Determination. According to the flood zone determination shown on the survey and confirmed by reference to the applicable FEMA Flood Insurance Rate Map, the Schaumburg Property is located in Zone X (area of minimal flood hazard), which is outside the 100-year and 500-year floodplains. No special flood hazard area designation applies to any portion of the property. Accordingly, no flood insurance is required under the federal flood insurance regulations, although the Credit Agreement may impose separate insurance requirements that should be confirmed through the Insurance Program Review.

• Access. The survey depicts direct vehicular and pedestrian access to Industrial Parkway, a publicly dedicated and maintained roadway. No access issues have been identified.

• Survey Defects. No survey defects requiring remediation have been identified with respect to the Schaumburg Property.

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 closing or, if not practicable, within the post-closing period. Coordination on the payoff letter and lien release is being handled by Marcus Leung, with Sandra Vickers as the point of contact at Atlas Meridian.

(b) Illinois Mortgage Form. Coordinate with Hargrove & Whitmore LLP (Robert Kimura) regarding Illinois-specific mortgage form requirements, including compliance with the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 et seq.), and Cook County recording format specifications (paper size, margin requirements, return address block, and other ministerial recording requirements).

(c) Tax Status. Confirm prior to closing that there are no pending or unpaid real property taxes, special assessments, or tax liens affecting the Schaumburg Property. Obtain a current tax certificate or tax status letter from Cook County, if available.

(d) Lender's Endorsements. Request the following standard lender's endorsements from Landmark Title for the Schaumburg Property:

• ALTA 3.1 — Zoning (Improved Land)

• ALTA 9.0 — Restrictions, Encroachments, Minerals (Comprehensive)

• ALTA 17 / 17.1 — Access and Entry

• ALTA 25 — Same as Survey

• ALTA 28 — Easement — Damage or Enforced Removal

• Environmental Protection Lien Endorsement

• Tax Parcel Endorsement

• Such other endorsements as may be required by the Collateral Agent or its counsel

B. Property 2: 2750 Commerce Drive, Rockford, IL 61101

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 and operating headquarters of Nexford Precision Components, Inc. ("NPC").

Record Owner: Nexford Precision Components, Inc., a Delaware corporation and Subsidiary Guarantor under the Credit Agreement. NPC is a wholly owned subsidiary of the Borrower and conducts precision component manufacturing at the Rockford Property.

Appraised Value: $42,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser). The Rockford Property represents approximately 21.8% of the aggregate appraised real property collateral value.

Legal Description: The legal description of the Rockford Property is set forth in Schedule A to Title Commitment No. LTA-2025-IL-040872 and corresponds to the legal description depicted on the ALTA/NSPS Land Title Survey dated February 6, 2025. We have compared the two descriptions and confirmed their consistency.

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 Collateral Agent for the benefit of the Secured Parties. The form of policy to be issued is an ALTA Loan Policy (2006 form or current equivalent).

The commitment reflects a search of the public records of Winnebago County, Illinois through the effective date. Our review of the Schedule B-I requirements and Schedule B-II exceptions is summarized below.

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 (the "Rockford Mortgage") from Nexford Precision Components, Inc., as Mortgagor, in favor of Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties, as Mortgagee, encumbering the Rockford Property and securing the obligations under the Credit Agreement.

(c) Payment of Recording Fees. Payment of all applicable Winnebago County recording fees associated with the recording of the Rockford Mortgage.

(d) Evidence of Authority. Delivery to Landmark Title of satisfactory evidence of the existence, organization, good standing, and authority of Nexford Precision Components, Inc. to execute and deliver the Rockford Mortgage, including a secretary's certificate, current organizational documents (certificate of incorporation, bylaws, and applicable board resolutions), and evidence of Delaware good standing and qualification to do business in Illinois.

(e) Survey Certification. Delivery of the ALTA/NSPS Land Title Survey for the Rockford Property, recertified to Landmark Title Assurance Company and Crescent Harbor Bank, N.A. as Collateral Agent.

These requirements are standard and capable of being satisfied in the ordinary course of the transaction.

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 Meridian Mortgage Lien. The existing Mortgage in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the records of Winnebago County, Illinois. This lien will be released at closing upon repayment of the existing facilities. Landmark Title will delete this exception upon receipt of evidence of payoff and release.

(iii) Utility Easements. Recorded utility easements along the northern and eastern property lines for electric, water, and sewer service. These easements are standard in character, are depicted on the ALTA survey, and do not interfere with the existing improvements or the Collateral Agent's mortgage lien. The manufacturing building, warehouse, and other principal improvements are set back from the easement corridors and are not located within the easement areas. These easements constitute Permitted Encumbrances.

(iv) Access Easement. A recorded access easement benefiting the Rockford Property and burdening the adjacent parcel, providing vehicular and pedestrian access from Commerce Drive (a public road) across a portion of the neighboring property. This easement is appurtenant to the Rockford Property, meaning it runs with the land and benefits the Rockford Property as the dominant estate. The easement was granted by the prior owner of the adjacent parcel and is recorded in the Winnebago County land records. We have reviewed the easement agreement and note that it is a perpetual, non-exclusive easement for ingress and egress that is not subject to revocation by the owner of the servient estate. The easement benefits the Rockford Property by providing an additional point of access to Commerce Drive. The easement is depicted on the ALTA survey and is consistent with the description in the title commitment. This easement constitutes a Permitted Encumbrance and is, in fact, beneficial to the property.

(v) Standard Printed Exceptions. Standard printed exceptions relating to survey matters, mechanics' liens, and other general exceptions. These will be deleted upon delivery of the survey, owner's affidavit, and other customary documentation.

The Schedule B-II exceptions for the Rockford Property are standard and do not include any exceptions that would impair the Collateral Agent's first-priority lien.

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 Title Assurance Company, and Calderwood & Harkness LLP.

Our review of the survey reveals the following:

• Encroachments. All improvements on the Rockford Property are located within the property boundary lines. No encroachments by or onto the property have been identified.

• Access Easement. The access easement described in the title commitment is depicted on the survey and shows the easement corridor running from the northwestern corner of the Rockford Property across the adjacent parcel to Commerce Drive. The survey confirms that the easement provides unobstructed vehicular access to the public road system.

• Flood Zone Determination. The survey and accompanying flood zone determination certificate confirm that the Rockford Property is located in Zone X (area of minimal flood hazard). No portion of the property is located within a special flood hazard area. No flood insurance is required under federal regulations.

• Parking and Loading Areas. The employee parking area and loading dock facilities are located entirely within the parcel boundaries and do not encroach onto adjacent properties or into easement areas.

• Adverse Survey Matters. No adverse survey matters or defects requiring remediation have been identified with respect to the Rockford Property.

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 Recording. Coordinate with Hargrove & Whitmore LLP (Robert Kimura) on Illinois-specific mortgage form requirements and Winnebago County recording procedures. Winnebago County may have recording format requirements that differ slightly from Cook County; local counsel should confirm.

(d) Access Easement. The recorded access easement is appurtenant and beneficial to the Rockford Property. We recommend confirming that the easement runs with the land in perpetuity and is not subject to termination or revocation by the servient estate owner. Based on our review of the easement agreement, this appears to be the case, but we recommend that local counsel confirm this analysis under Illinois law.

(e) Standard Lender's Endorsements. Request the same standard lender's endorsements described in Section IV.A.6(d) above for the Rockford Property, including ALTA 3.1, 9.0, 17/17.1, 25, 28, and other applicable endorsements.

C. Property 3: 600 Manufacturers Row, Greenville, SC 29607

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 industrial area of Greenville and serves as the primary production facility for Nexford's engineered systems product line.

Record Owner: Nexford Engineered Systems, LLC ("NES"), a Delaware limited liability company and Subsidiary Guarantor under the Credit Agreement. NES is a wholly owned subsidiary of the Borrower.

We note that Summit Industrial Fabrication Co. ("Summit"), a South Carolina corporation and Subsidiary Guarantor that was acquired by the Nexford group in 2022, also has its address listed at or near 600 Manufacturers Row. Based on information provided by Priya Mehta, Summit occupies a portion of the NES-owned campus (specifically, the secondary fabrication building) pursuant to an inter-company license or occupancy arrangement. Summit does not hold fee simple title to any portion of the Greenville Property. Because Summit is a Subsidiary Guarantor under the Credit Agreement, its occupancy of a portion of the Greenville Property does not present a third-party leasehold concern. However, we recommend confirming the precise nature of Summit's occupancy arrangement (whether by written lease, sublicense, or informal inter-company arrangement) and ensuring that it is appropriately addressed in the Mortgage or in a subordination, non-disturbance, and attornment agreement, if applicable.

Appraised Value: $38,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser). The Greenville Property represents approximately 19.7% of the aggregate appraised real property collateral value.

Legal Description: The legal description of the Greenville Property is set forth in Schedule A to Title Commitment No. LTA-2025-SC-018356 and corresponds to the legal description depicted on the ALTA/NSPS Land Title Survey dated February 10, 2025.

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 Collateral Agent for the benefit of the Secured Parties. The form of policy is an ALTA Loan Policy (2006 form or current equivalent).

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 Filing (the "Greenville Mortgage") from Nexford Engineered Systems, LLC, as Mortgagor, in favor of Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties, as Mortgagee, encumbering the Greenville Property.

(b) Release of Existing Mortgage Lien. Satisfaction, release, and discharge of the existing Mortgage from Nexford Engineered Systems, LLC in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the records of Greenville County, South Carolina (the "Existing Greenville Mortgage"). Landmark Title will delete this exception upon receipt of evidence of payoff and release.

(c) Payment of SC Recording Fees and Mortgage Taxes. Payment of all applicable South Carolina mortgage recording fees and mortgage taxes associated with the recording of the Greenville Mortgage. As discussed in Section VII below, South Carolina imposes a mortgage recording fee/tax based on the face amount of the mortgage, and the calculation of this amount requires coordination with Sylvia Hartwell's tax memorandum (due March 10, 2025).

(d) Evidence of Authority. Delivery to Landmark Title of satisfactory evidence of the existence, organization, good standing, and authority of Nexford Engineered Systems, LLC to execute and deliver the Greenville Mortgage, including a manager's or authorized signatory's certificate, organizational documents, and evidence of Delaware good standing and authority to transact business in South Carolina.

(e) Survey Certification. Delivery of the ALTA/NSPS Land Title Survey for the Greenville Property, recertified to Landmark Title and Crescent Harbor Bank, N.A.

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 Mortgage in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the records of Greenville County, South Carolina. To be released at closing upon repayment of the existing facilities.

(iii) Utility and Drainage Easements. Recorded utility easements for electric, water, sewer, and stormwater drainage along the perimeter and certain interior corridors of the property. These easements are standard for an industrial property of this nature and do not materially interfere with the existing improvements or the proposed mortgage lien. They are depicted on the ALTA survey and are consistent with the descriptions in the recorded easement instruments. They constitute Permitted Encumbrances.

(iv) Environmental Restrictive Covenant / Institutional Control. A recorded environmental restrictive covenant (sometimes referred to as an institutional control or activity and use limitation) affecting a portion of the Greenville Property. This covenant was recorded in the land records of Greenville County and relates to historical industrial use of a portion of the site. The covenant was entered into by a prior owner of the property in connection with environmental remediation activities overseen by the South Carolina Department of Health and Environmental Control (SCDHEC).

Based on our review of the recorded covenant and our discussions with Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager), who prepared the Phase I Environmental Site Assessment for the Greenville Property, the environmental restrictive covenant imposes the following material requirements and restrictions:

• Maintenance of an existing engineered cap/cover system (comprising soil cover and hardscape) on a small, specifically delineated portion of the southern area of the site, which was the location of historical manufacturing waste disposal activities by the prior owner.

• Prohibition on excavation or disturbance of the cap/cover area without prior notification to and approval from SCDHEC.

• Periodic monitoring and reporting obligations, including groundwater monitoring at designated well locations.

• Restrictions on the use of groundwater from the affected area for potable or irrigation purposes.

The environmental restrictive covenant does not restrict the current manufacturing operations conducted by NES or Summit at the Greenville Property, as these operations are located on portions of the site outside the affected area. The covenant does not prohibit the granting of mortgages on the property. We have confirmed with Clearwater Environmental that the Phase I ESA did not identify any recognized environmental conditions that would indicate a failure to comply with the terms of the covenant or any material environmental liability beyond the scope of the existing institutional controls.

We recommend that this matter be discussed with Claudia Merritt in the context of the broader environmental risk analysis. A detailed discussion of the environmental restrictive covenant and the Phase I ESA findings for the Greenville Property is contained in the Environmental Due Diligence Summary memorandum dated February 22, 2025, prepared by Marcus Leung. The key diligence question is whether the Mortgage subordination language or the remedies available to the Collateral Agent upon foreclosure could trigger a violation of the environmental covenant — for example, if a foreclosing party were to disturb the cap/cover area. We believe this risk is manageable and can be addressed through appropriate protective language in the Mortgage and related documents, but this warrants further analysis.

(v) Standard Printed Exceptions. Standard printed exceptions, to be deleted upon delivery of survey, owner's affidavit, and other customary documentation.

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.

Our review of the survey reveals the following:

• Improvements. The survey shows the property boundaries and the locations of the main manufacturing plant, secondary fabrication building (occupied by Summit), loading and distribution facilities, employee parking, and other site improvements. All principal improvements are located within the parcel boundary lines and comply with applicable setback requirements.

• Minor Encroachment. The survey identifies a minor encroachment along the western boundary of the property, where a chain-link fence belonging to the neighboring property extends approximately two (2) feet onto the Greenville Property. This encroachment is de minimis in nature, does not involve any structural improvements, and does not affect any material portion of the property. We have discussed this matter with Landmark Title, and the title company has agreed to insure over the encroachment by issuing an ALTA 28.1 endorsement (Easement — Damage or Enforced Removal — Encroachment — Land Under Development) upon receipt of an affidavit from an authorized representative of NES confirming the circumstances of the encroachment and the absence of any boundary dispute. No remedial action by the Borrower is required.

• Flood Zone Determination. The survey and accompanying flood zone determination indicate that the Greenville Property is predominantly located in Zone X (area of minimal flood hazard). However, a small portion of the southern edge of the property — corresponding approximately to the area subject to the environmental restrictive covenant — is located in Zone AE (within the 100-year floodplain as designated on the applicable FEMA Flood Insurance Rate Map). Importantly, no improvements (buildings, structures, or developed portions of the site) are located within the Zone AE area. The Zone AE designation appears to be related to the proximity of a small stream or drainage feature along the southern boundary. We recommend confirming that flood insurance is maintained for the Greenville Property to the extent required by the flood insurance covenants in the Credit Agreement and applicable federal regulations. If any portion of the insurable improvements is deemed to be within the special flood hazard area, a standard flood insurance policy in the required amount must be in place. Coordination with Vantage Risk Advisors, LLC (Rachel Sorensen) on this point is warranted.

• Environmental Covenant Area. The survey depicts the approximate boundary of the area subject to the environmental restrictive covenant, consistent with the description in the recorded covenant and the Phase I ESA.

• Other Survey Matters. No other material survey issues, defects, or encroachments have been identified.

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:

• Ensure that the Greenville Mortgage does not contain subordination language or enforcement provisions that would conflict with or trigger a violation of the environmental restrictive covenant.

• Coordinate with Clearwater Environmental Sciences, Inc. and Nexford's internal environmental compliance team (contact: David Engstrom) to confirm ongoing compliance with the covenant's monitoring and reporting obligations.

• Cross-reference the Phase I ESA findings in the Environmental Due Diligence Summary memorandum (February 22, 2025) for any updates on environmental conditions.

• Consider including a specific carve-out or acknowledgment in the Mortgage addressing the environmental restrictive covenant.

(b) Minor Fence Encroachment. The neighboring property's fence encroachment of approximately two feet onto the Greenville Property is de minimis. Landmark Title has agreed to insure over this encroachment with an ALTA 28.1 endorsement. No action is required from the Borrower.

(c) Flood Zone / Flood Insurance. The Zone AE designation on the southern edge of the Greenville Property does not affect any improvements but should be documented and addressed from an insurance perspective. We recommend confirming with Vantage Risk Advisors, LLC that flood insurance coverage is in place as required, and we recommend requesting a flood zone endorsement to the title policy from Landmark Title.

(d) South Carolina Mortgage Recording. Coordinate with applicable local counsel or Calderwood & Harkness's South Carolina practitioner regarding South Carolina mortgage form requirements. South Carolina uses a mortgage instrument (rather than a deed of trust), and the form should comply with applicable South Carolina statutory requirements, including any requirements for witness signatures and notarization. Coordinate with the Register of Deeds of Greenville County regarding recording procedures and fee payment.

(e) Summit Industrial Fabrication Co. Occupancy. Confirm the nature of Summit's occupancy of the secondary fabrication building — whether by written lease, license, or informal inter-company arrangement — and ensure appropriate treatment in the Mortgage and closing documents.

(f) Standard Lender's Endorsements. Request the standard lender's endorsements described in Section IV.A.6(d) above, plus a flood zone endorsement and any additional endorsements warranted by the environmental restrictive covenant (e.g., environmental protection lien endorsement).

D. Property 4: 9100 Westpark Industrial Boulevard, Houston, TX 77063

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 Houston Property is located in an industrial district in the Westpark area of Houston.

Record Owner: Title Commitment No. LTA-2025-TX-073219 confirms that fee simple title to the Houston Property is vested in Nexford Coatings & Surface Technologies, Inc. ("NCST"), a Delaware corporation and Subsidiary Guarantor under the Credit Agreement. NCST is a wholly owned subsidiary of the Borrower.

We note that Ridgepoint Specialty Coatings, LLC ("Ridgepoint"), a Texas limited liability company and Subsidiary Guarantor acquired by the Nexford group in 2023, also lists 9100 Westpark Industrial Boulevard as its business address. Based on preliminary information from Priya Mehta, Ridgepoint operates from a portion of the Houston Property pursuant to an inter-company arrangement — potentially as a tenant, licensee, or co-occupant. We have flagged this as an open item requiring confirmation. Specifically, we need to confirm: (i) the precise nature of Ridgepoint's occupancy arrangement (written lease, sublicense, or informal arrangement); (ii) whether Ridgepoint holds any recorded or unrecorded interest in the Houston Property; and (iii) whether a subordination, non-disturbance, and attornment agreement or similar instrument is needed for Ridgepoint's occupancy. Because Ridgepoint is itself a Subsidiary Guarantor, its occupancy of the Houston Property does not present a third-party concern, but the arrangement should be documented and confirmed for the title insurer's records and for completeness of the collateral file.

Appraised Value: $28,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser). The Houston Property represents approximately 14.5% of the aggregate appraised real property collateral value and is the lowest-valued of the four Mortgaged Properties.

Legal Description: The legal description of the Houston Property is set forth in Schedule A to Title Commitment No. LTA-2025-TX-073219 and corresponds to the legal description depicted on the ALTA/NSPS Land Title Survey dated February 11, 2025.

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 capacity as Collateral Agent for the benefit of the Secured Parties. The form of policy is an ALTA Loan Policy (2006 form or current equivalent).

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 "Houston Deed of Trust") from Nexford Coatings & Surface Technologies, Inc., as Grantor, to a to-be-designated trustee, for the benefit of Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties (Beneficiary), encumbering the Houston Property and securing the obligations under the Credit Agreement. Note that Texas utilizes a deed of trust form rather than a mortgage, and the instrument must comply with Texas-specific requirements including the designation of a trustee, power of sale provisions, and applicable fixture filing requirements.

(b) Release of Existing Deed of Trust. Release and discharge of the existing Deed of Trust from Nexford Coatings & Surface Technologies, Inc. in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the Official Public Records of Harris County, Texas (the "Existing Houston Deed of Trust"). Landmark Title will delete this exception upon receipt of evidence of payoff and a recorded release of lien.

(c) Payment of Recording Fees. Payment of applicable Harris County, Texas recording fees. As noted in Section VII below, Texas does not impose a mortgage recording tax per se, but standard county filing fees apply for the recording of the Houston Deed of Trust and the release of the Existing Houston Deed of Trust.

(d) Evidence of Authority. Delivery to Landmark Title of satisfactory evidence of the existence, organization, good standing, and authority of Nexford Coatings & Surface Technologies, Inc. to execute and deliver the Houston Deed of Trust, including a secretary's certificate, current organizational documents, applicable corporate resolutions, and evidence of Delaware good standing and qualification to do business in Texas.

(e) Survey Certification. Delivery of the ALTA/NSPS Land Title Survey for the Houston Property, recertified to Landmark Title and Crescent Harbor Bank, N.A.

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 Deed of Trust in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the Official Public Records of Harris County, Texas. To be released at closing upon repayment of the existing facilities.

(iii) Mineral Reservation. A prior deed in the chain of title to the Houston Property contains a partial mineral reservation, pursuant to which the grantor in a 1978 conveyance reserved one-half (1/2) of the mineral estate in and under the property. This type of mineral reservation is common in Texas, particularly with respect to properties in the Houston metropolitan area, and is a well-recognized feature of Texas real property law. The reservation covers subsurface mineral rights (primarily oil and gas) but, based on our review of the reserving deed, does not include any express surface rights, surface use agreements, or rights to enter onto or use the surface of the property for drilling or extraction purposes within the currently improved portions of the property.

We note the following considerations with respect to the mineral reservation:

• Under Texas law, the holder of a severed mineral estate generally retains a dominant estate right to use as much of the surface as is reasonably necessary to explore for and extract the minerals, absent a surface use restriction or waiver in the reservation instrument. However, in practice, this right is significantly constrained in developed industrial and urban areas, and the reservation in this case is limited to one-half of the mineral estate.

• We have confirmed with Priya Mehta that there are

ATTORNEY-CLIENT PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
MEMORANDUM
Date: February 20, 2025
To: Claudia Merritt, Responsible Partner, Banking & Finance Calderwood & Harkness LLP
From: Sophie Tremblay, Working Associate, Banking & Finance Calderwood & Harkness LLP (Reviewed by Marcus Leung, Lead Associate, Banking & Finance)
Re: Real Property Title and Survey Review Summary — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Matter No.: 1005-00001
Client/Matter Code: IBL-NIH-2025-031
This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any third party without the prior written consent of the responsible partner.
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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 capacities, the "Collateral Agent").
Transaction Overview. Nexford Industrial Holdings Inc. (the "Borrower" or "Nexford"), a portfolio company of Granite Peak Capital Partners, LP (the "Sponsor"), is undertaking a refinancing of its existing indebtedness and a concurrent dividend recapitalization. Specifically, the Borrower is refinancing (a) its existing $875,000,000 first lien term loan and (b) its existing $190,000,000 revolving credit facility, in each case held by Atlas Meridian Bank, N.A. ("Atlas Meridian"), as administrative agent and collateral agent, and the lenders party thereto, under that certain Credit Agreement dated as of June 14, 2019, as amended through the Fourth Amendment dated September 12, 2024 (the "Existing Credit Agreement"). In addition to the refinancing, the Term Loan B Facility will fund an approximately $335,000,000 dividend recapitalization to Granite Peak NIH Holdings, LLC ("Holdings"), the direct parent entity of the Borrower, and ultimately to the Sponsor.
Real Property Collateral. Pursuant to the terms of the proposed Credit Agreement and the related Security Agreement and other Collateral Documents, the Borrower and its Subsidiary Guarantors are required to deliver first-priority mortgages, deeds of trust, or deeds to secure debt (collectively, "Mortgages") on all owned real property with a fair market value in excess of $10,000,000 (each, a "Mortgaged Property"). Four properties meet this threshold and are the subject of this memorandum. The total aggregate appraised value of these four Mortgaged Properties is $193,000,000, based on appraisals prepared by Greystone Valuation Services, Inc. (lead appraiser: Daniel Pritchard, MAI).
Title and Survey Work. Title searches for each Mortgaged Property were ordered through Landmark Title Assurance Company ("Landmark Title"), acting as title insurance underwriter, and title commitments have been received for all four properties. ALTA/NSPS Land Title Surveys have been obtained or recently recertified for each property. We have completed our review of each title commitment and survey and summarize our findings herein.
Recording Jurisdictions and Timeline. The Mortgages are post-closing deliverables under the Credit Agreement and are required to be recorded by April 30, 2025 in the applicable county recorder's offices in Cook County, Illinois (Schaumburg); Winnebago County, Illinois (Rockford); Greenville County, South Carolina (Greenville); and Harris County, Texas (Houston).
Overall Conclusion. Based on our review, title to each of the four Mortgaged Properties is vested in the appropriate Loan Party entity — either Nexford Properties, LLC (the Borrower's real property holding subsidiary) or the applicable operating subsidiary — in each case, a Subsidiary Guarantor under the Credit Agreement. Each property is subject to standard permitted encumbrances under the Credit Agreement. We have not identified any material title defects or survey exceptions that would impair the Collateral Agent's ability to obtain a valid, enforceable, first-priority mortgage lien on each property, subject to the satisfaction of certain requirements set forth in the title commitments (including the release of the existing Atlas Meridian liens at closing and the recording of the new Mortgages). Certain items requiring further attention — including an environmental restrictive covenant on the Greenville, South Carolina property and a partial mineral reservation affecting the Houston, Texas property — are discussed in detail below but do not, in our assessment, constitute material impediments to the proposed collateral structure.
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 insurance (Schedule B-I), and the exceptions from coverage that will appear in the final policy (Schedule B-II). We reviewed each of the underlying exception documents referenced in the Schedule B-II exceptions to the extent copies were made available by Landmark Title or were obtained from the applicable county recorder's office.
ALTA/NSPS Land Title Surveys. We reviewed four ALTA/NSPS Land Title Surveys, either newly prepared or recently recertified in February 2025, covering each of the four Mortgaged Properties. Each survey was prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established by the American Land Title Association and the National Society of Professional Surveyors, and includes the Table A optional survey items requested by the Collateral Agent and Landmark Title.
Appraisal Reports. We referenced appraised values from the reports prepared by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser) for cross-reference and property identification purposes. We have not independently reviewed or analyzed the appraisal methodology or conclusions; a separate collateral appraisal memorandum addressing the appraisals in detail will be prepared by a member of the deal team.
Existing Mortgage and Lien Documents. We reviewed the existing mortgages and deeds of trust in favor of Atlas Meridian Bank, N.A. as collateral agent under the Existing Credit Agreement, as recorded against each of the four Mortgaged Properties. These existing mortgage liens will be released and discharged at closing upon repayment of the existing facilities. The estimated aggregate payoff amount for the existing first lien term loan is approximately $879,375,000; the existing revolving credit facility is currently undrawn and will be terminated at closing.
Environmental Reports. We referenced the Phase I Environmental Site Assessments prepared by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager) for each of the four properties, specifically with respect to the identification of environmental liens, environmental restrictive covenants, and institutional controls affecting the Mortgaged Properties. A detailed analysis of the environmental due diligence findings is set forth in the separate Environmental Due Diligence Summary memorandum dated February 22, 2025, prepared by Marcus Leung.
Insurance Information. The property insurance program applicable to the Mortgaged Properties is being reviewed separately in the Insurance Program Review memorandum dated February 24, 2025, based on information provided by Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive). The current property and casualty carrier for the Nexford group is Continental Shield Underwriters, Inc. We reference insurance matters in this memorandum only to the extent relevant to survey flood zone determinations and title commitment requirements.
Coordination with Local Counsel. For the two Illinois properties, we have coordinated with Hargrove & Whitmore LLP (Robert Kimura, lead partner), which is serving as local counsel for the Illinois mortgage form review, the preparation of Illinois-specific enforceability and perfection opinions, and coordination with the Cook County and Winnebago County recorder's offices. For the Greenville, South Carolina and Houston, Texas properties, we are coordinating with local counsel as needed regarding jurisdiction-specific mortgage and deed of trust form requirements and recording procedures.
Information from Nexford. We have been in regular contact with Priya Mehta (Vice President, Treasury & Corporate Finance) and David Engstrom (General Counsel & Corporate Secretary) at Nexford regarding factual matters related to property ownership, occupancy arrangements, entity structures, and other matters relevant to this review. We have relied upon representations made by Ms. Mehta and Mr. Engstrom with respect to certain factual matters that are not susceptible to verification through the public record alone, such as inter-company occupancy arrangements and the absence of unrecorded liens or encumbrances.
Limitations. This memorandum does not constitute an independent opinion on title to any of the Mortgaged Properties, nor does it replace or supersede the title commitments or title policies to be issued by Landmark Title. Our review is limited to the documents and information described above and is subject to the assumptions and qualifications set forth herein. This memorandum is not intended to address environmental compliance, regulatory permitting, or building code compliance, except to the extent such matters are reflected in recorded instruments appearing in the chain of title.
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 Subsidiary Guarantors under the Credit Agreement, are parties to the Subsidiary Guaranty, and will execute the applicable Mortgage as Mortgagor or Grantor (as applicable under state law). With respect to Property 4 (Houston), we note that Ridgepoint Specialty Coatings, LLC, a Texas limited liability company and Subsidiary Guarantor acquired by the Nexford group in 2023, is also located at the 9100 Westpark Industrial Boulevard address; however, the title commitment confirms that fee simple title is vested solely in Nexford Coatings & Surface Technologies, Inc., and Ridgepoint's use of the premises appears to be pursuant to an inter-company arrangement. This matter is discussed further in Section IV.D below and is identified as an open item requiring confirmation.
The aggregate appraised value of the four Mortgaged Properties of $193,000,000 represents approximately 13.8% of the total $1,400,000,000 Term Loan B Facility amount. The real property collateral is supplemented by security interests in substantially all other assets of the Borrower and Guarantors, including personal property, intellectual property, equity interests, and deposit accounts, as described in the Security Agreement.
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, loading docks, and ancillary maintenance and utility structures. The improvements are situated on an approximately 42-acre parcel within an established industrial park in the Village of Schaumburg.
The Schaumburg Property is occupied by Nexford Manufacturing Services, LLC ("NMS"), a Delaware limited liability company and Subsidiary Guarantor, as the primary operational user of the manufacturing facilities. NMS is a wholly owned subsidiary of the Borrower and conducts manufacturing operations at the site. The corporate administrative offices of Nexford Industrial Holdings Inc. are also located at this address.
Record Owner: Nexford Properties, LLC, a Delaware limited liability company. Nexford Properties, LLC is a wholly owned subsidiary of the Borrower organized for the purpose of holding the Borrower's principal real property assets. It is a Subsidiary Guarantor under the Credit Agreement and a party to the Subsidiary Guaranty.
Appraised Value: $85,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser). This is the highest-valued property in the Mortgaged Property portfolio and represents approximately 44% of the aggregate appraised real property collateral value.
Legal Description: The legal description of the Schaumburg Property is set forth in Schedule A to Title Commitment No. LTA-2025-IL-040871 and corresponds to the legal description depicted on the ALTA/NSPS Land Title Survey dated February 4, 2025. The legal description describes the parcel by metes and bounds with reference to the recorded plat of the Schaumburg Industrial Park. We have compared the legal description in the title commitment to the legal description on the survey and confirmed that they are consistent.
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 capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement. The form of policy to be issued is an ALTA Loan Policy (2006 form or current equivalent), with such endorsements as may be requested and agreed upon.
The commitment reflects a search of the public records of Cook County, Illinois through the effective date. We have reviewed each Schedule B-I requirement and each Schedule B-II exception, as summarized below.
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 "Schaumburg Mortgage") from Nexford Properties, LLC, as Mortgagor, in favor of Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties, as Mortgagee, encumbering the Schaumburg Property and securing the obligations under the Credit Agreement, in form and substance satisfactory to Landmark Title.
(b) Release of Existing Mortgage Lien. Satisfaction, release, and discharge of the existing Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Nexford Properties, LLC in favor of Atlas Meridian Bank, N.A., as collateral agent, recorded in Book 2019-0847621 at the Cook County Recorder's Office (the "Existing Schaumburg Mortgage"). Landmark Title has confirmed that it will delete the exception for the Existing Schaumburg Mortgage upon receipt of payoff confirmation from Atlas Meridian and either (i) a recorded release of mortgage or (ii) satisfactory evidence that the release has been submitted for recording together with a gap indemnity or hold harmless from the Borrower or from counsel.
(c) Payment of Recording Fees and Taxes. Payment of all applicable Cook County, Illinois recording fees and documentary stamp taxes (if any) associated with the recording of the Schaumburg Mortgage. As discussed in Section VII below, Illinois does not impose a state-level mortgage recording tax, although Cook County recording fees will apply.
(d) Evidence of Authority. Delivery to Landmark Title of satisfactory evidence of the existence, organization, good standing, and authority of Nexford Properties, LLC to execute and deliver the Schaumburg Mortgage, including a secretary's or manager's certificate, current organizational documents (certificate of formation or limited liability company agreement, as applicable), and evidence of Delaware good standing and qualification to do business in Illinois.
(e) Survey Certification. Delivery of the ALTA/NSPS Land Title Survey for the Schaumburg Property, recertified to Landmark Title Assurance Company and Crescent Harbor Bank, N.A. as Collateral Agent, in a form acceptable to the title underwriter.
(f) Standard Gap Indemnity. Delivery of a standard gap indemnity or equivalent protection covering the period between the effective date of the title commitment and the recording date of the Schaumburg Mortgage.
We have reviewed each of these requirements and believe they are standard and capable of being satisfied in the ordinary course of the transaction. The payoff and release of the Existing Schaumburg Mortgage is being coordinated by Marcus Leung and is discussed further in Section V below.
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 confirmed with Priya Mehta that all real property taxes for prior years have been paid in full and that no tax appeals or protests are currently pending with respect to the Schaumburg Property.
(ii) General and Special Assessments. General and special assessments levied by the Village of Schaumburg or other applicable taxing authority. We have reviewed the available public records and confirmed with Landmark Title that no special assessments are currently pending against the Schaumburg Property beyond standard municipal assessments. No outstanding or delinquent assessments have been identified.
(iii) Existing Atlas Meridian Mortgage Lien. The existing Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded as Document No. 2019-0847621 in the records of Cook County, Illinois. This lien secures the obligations under the Existing Credit Agreement and will be released at closing upon repayment of the existing facilities. As noted in the Schedule B-I requirements above, Landmark Title has confirmed it will delete this exception upon receipt of evidence of payoff and recorded release. This exception does not constitute a concern, provided that the release is obtained and recorded in accordance with the closing procedures.
(iv) Utility Easements. Various utility easements for electric, gas, water, and sanitary sewer service, as granted to the applicable utility providers and recorded against the property in connection with the original development of the Schaumburg Industrial Park. These easements are depicted on the ALTA survey and are located along the periphery of the parcel and in designated utility corridors. We have reviewed the easement instruments and confirmed that they are standard in nature, do not grant the easement holders any rights inconsistent with the Borrower's continued use and operation of the property, and do not materially interfere with the existing improvements or the Collateral Agent's mortgage lien. These easements constitute Permitted Encumbrances under the Credit Agreement.
(v) Covenants, Conditions, and Restrictions (CCRs). The Declaration of Covenants, Conditions, and Restrictions for the Schaumburg Industrial Park, as recorded in the Cook County Recorder's Office. We have reviewed the CCRs in their entirety and note that they impose standard industrial park covenants relating to permitted uses, building standards, signage, maintenance obligations, and assessments payable to the industrial park association. The CCRs do not restrict the granting of mortgages on the property, do not require consent of the industrial park association to the encumbrance of the property, and do not contain any provisions that would be triggered by the proposed mortgage transaction or that would impair the Collateral Agent's lien. The CCRs are consistent with the Borrower's current industrial and office operations and constitute Permitted Encumbrances under the Credit Agreement.
(vi) Rights of Tenants in Possession. Rights of tenants or parties in possession. As noted above, the primary occupant of the Schaumburg Property is Nexford Manufacturing Services, LLC, a wholly owned subsidiary of the Borrower and a Subsidiary Guarantor. NMS occupies the manufacturing facilities pursuant to an inter-company arrangement. Because NMS is itself a Loan Party (Subsidiary Guarantor) under the Credit Agreement and a party to the Subsidiary Guaranty, its occupancy does not present a third-party leasehold concern. We are not aware of any third-party tenants or occupants of the Schaumburg Property. We recommend confirming this with Priya Mehta or David Engstrom prior to closing and including an appropriate representation in the Mortgage or closing certificate.
(vii) Standard Printed Exceptions. The title commitment includes certain standard printed exceptions relating to (a) matters that a current survey would disclose, (b) mechanics' and materialmen's liens for work performed within the statutory period, and (c) other general exceptions customary in Illinois title commitments. These standard printed exceptions will be deleted by Landmark Title upon delivery of the recertified ALTA survey, an owner's affidavit (to be executed by an authorized representative of Nexford Properties, LLC), and such other documentation as Landmark Title may reasonably require. We will coordinate the preparation and execution of the owner's affidavit as part of the closing or post-closing deliverables.
In summary, the Schedule B-II exceptions for the Schaumburg Property are standard and do not include any exceptions that would impair the Collateral Agent's ability to obtain a valid first-priority mortgage lien upon recording of the Schaumburg Mortgage and release of the Existing Schaumburg Mortgage.
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 Collateral Agent, Landmark Title Assurance Company, and Calderwood & Harkness LLP.
Our review of the survey reveals the following:
•  Encroachments. No encroachments by improvements on the Schaumburg Property onto adjacent properties, and no encroachments by improvements on adjacent properties onto the Schaumburg Property, were identified on the survey.
•  Improvements. The existing improvements, including the manufacturing plant buildings, office complex, parking areas, loading docks, and ancillary structures, are located entirely within the parcel boundary lines and comply with applicable setback requirements as established by the Village of Schaumburg zoning ordinance. No improvements extend into any recorded easement areas in a manner that would violate the terms of the applicable easement.
•  Easements. The easements depicted on the survey are consistent with the easements disclosed in Schedule B-II of the title commitment. We have compared the plotted locations of the easement areas on the survey with the descriptions contained in the recorded easement instruments and have not identified any discrepancies.
•  Flood Zone Determination. According to the flood zone determination shown on the survey and confirmed by reference to the applicable FEMA Flood Insurance Rate Map, the Schaumburg Property is located in Zone X (area of minimal flood hazard), which is outside the 100-year and 500-year floodplains. No special flood hazard area designation applies to any portion of the property. Accordingly, no flood insurance is required under the federal flood insurance regulations, although the Credit Agreement may impose separate insurance requirements that should be confirmed through the Insurance Program Review.
•  Access. The survey depicts direct vehicular and pedestrian access to Industrial Parkway, a publicly dedicated and maintained roadway. No access issues have been identified.
•  Survey Defects. No survey defects requiring remediation have been identified with respect to the Schaumburg Property.
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 closing or, if not practicable, within the post-closing period. Coordination on the payoff letter and lien release is being handled by Marcus Leung, with Sandra Vickers as the point of contact at Atlas Meridian.
(b) Illinois Mortgage Form. Coordinate with Hargrove & Whitmore LLP (Robert Kimura) regarding Illinois-specific mortgage form requirements, including compliance with the Illinois Mortgage Foreclosure Law (735 ILCS 5/15-1101 et seq.), and Cook County recording format specifications (paper size, margin requirements, return address block, and other ministerial recording requirements).
(c) Tax Status. Confirm prior to closing that there are no pending or unpaid real property taxes, special assessments, or tax liens affecting the Schaumburg Property. Obtain a current tax certificate or tax status letter from Cook County, if available.
(d) Lender's Endorsements. Request the following standard lender's endorsements from Landmark Title for the Schaumburg Property:
•  ALTA 3.1 — Zoning (Improved Land)
•  ALTA 9.0 — Restrictions, Encroachments, Minerals (Comprehensive)
•  ALTA 17 / 17.1 — Access and Entry
•  ALTA 25 — Same as Survey
•  ALTA 28 — Easement — Damage or Enforced Removal
•  Environmental Protection Lien Endorsement
•  Tax Parcel Endorsement
•  Such other endorsements as may be required by the Collateral Agent or its counsel
B. Property 2: 2750 Commerce Drive, Rockford, IL 61101
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 and operating headquarters of Nexford Precision Components, Inc. ("NPC").
Record Owner: Nexford Precision Components, Inc., a Delaware corporation and Subsidiary Guarantor under the Credit Agreement. NPC is a wholly owned subsidiary of the Borrower and conducts precision component manufacturing at the Rockford Property.
Appraised Value: $42,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser). The Rockford Property represents approximately 21.8% of the aggregate appraised real property collateral value.
Legal Description: The legal description of the Rockford Property is set forth in Schedule A to Title Commitment No. LTA-2025-IL-040872 and corresponds to the legal description depicted on the ALTA/NSPS Land Title Survey dated February 6, 2025. We have compared the two descriptions and confirmed their consistency.
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 Collateral Agent for the benefit of the Secured Parties. The form of policy to be issued is an ALTA Loan Policy (2006 form or current equivalent).
The commitment reflects a search of the public records of Winnebago County, Illinois through the effective date. Our review of the Schedule B-I requirements and Schedule B-II exceptions is summarized below.
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 (the "Rockford Mortgage") from Nexford Precision Components, Inc., as Mortgagor, in favor of Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties, as Mortgagee, encumbering the Rockford Property and securing the obligations under the Credit Agreement.
(b) Release of Existing Mortgage Lien. Satisfaction, release, and discharge of the existing Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing from Nexford Precision Components, Inc. in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the records of Winnebago County, Illinois (the "Existing Rockford Mortgage"). Landmark Title will delete this exception upon receipt of payoff confirmation and evidence of the recorded release.
(c) Payment of Recording Fees. Payment of all applicable Winnebago County recording fees associated with the recording of the Rockford Mortgage.
(d) Evidence of Authority. Delivery to Landmark Title of satisfactory evidence of the existence, organization, good standing, and authority of Nexford Precision Components, Inc. to execute and deliver the Rockford Mortgage, including a secretary's certificate, current organizational documents (certificate of incorporation, bylaws, and applicable board resolutions), and evidence of Delaware good standing and qualification to do business in Illinois.
(e) Survey Certification. Delivery of the ALTA/NSPS Land Title Survey for the Rockford Property, recertified to Landmark Title Assurance Company and Crescent Harbor Bank, N.A. as Collateral Agent.
These requirements are standard and capable of being satisfied in the ordinary course of the transaction.
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 Meridian Mortgage Lien. The existing Mortgage in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the records of Winnebago County, Illinois. This lien will be released at closing upon repayment of the existing facilities. Landmark Title will delete this exception upon receipt of evidence of payoff and release.
(iii) Utility Easements. Recorded utility easements along the northern and eastern property lines for electric, water, and sewer service. These easements are standard in character, are depicted on the ALTA survey, and do not interfere with the existing improvements or the Collateral Agent's mortgage lien. The manufacturing building, warehouse, and other principal improvements are set back from the easement corridors and are not located within the easement areas. These easements constitute Permitted Encumbrances.
(iv) Access Easement. A recorded access easement benefiting the Rockford Property and burdening the adjacent parcel, providing vehicular and pedestrian access from Commerce Drive (a public road) across a portion of the neighboring property. This easement is appurtenant to the Rockford Property, meaning it runs with the land and benefits the Rockford Property as the dominant estate. The easement was granted by the prior owner of the adjacent parcel and is recorded in the Winnebago County land records. We have reviewed the easement agreement and note that it is a perpetual, non-exclusive easement for ingress and egress that is not subject to revocation by the owner of the servient estate. The easement benefits the Rockford Property by providing an additional point of access to Commerce Drive. The easement is depicted on the ALTA survey and is consistent with the description in the title commitment. This easement constitutes a Permitted Encumbrance and is, in fact, beneficial to the property.
(v) Standard Printed Exceptions. Standard printed exceptions relating to survey matters, mechanics' liens, and other general exceptions. These will be deleted upon delivery of the survey, owner's affidavit, and other customary documentation.
The Schedule B-II exceptions for the Rockford Property are standard and do not include any exceptions that would impair the Collateral Agent's first-priority lien.
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 Title Assurance Company, and Calderwood & Harkness LLP.
Our review of the survey reveals the following:
•  Encroachments. All improvements on the Rockford Property are located within the property boundary lines. No encroachments by or onto the property have been identified.
•  Access Easement. The access easement described in the title commitment is depicted on the survey and shows the easement corridor running from the northwestern corner of the Rockford Property across the adjacent parcel to Commerce Drive. The survey confirms that the easement provides unobstructed vehicular access to the public road system.
•  Flood Zone Determination. The survey and accompanying flood zone determination certificate confirm that the Rockford Property is located in Zone X (area of minimal flood hazard). No portion of the property is located within a special flood hazard area. No flood insurance is required under federal regulations.
•  Parking and Loading Areas. The employee parking area and loading dock facilities are located entirely within the parcel boundaries and do not encroach onto adjacent properties or into easement areas.
•  Adverse Survey Matters. No adverse survey matters or defects requiring remediation have been identified with respect to the Rockford Property.
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 Recording. Coordinate with Hargrove & Whitmore LLP (Robert Kimura) on Illinois-specific mortgage form requirements and Winnebago County recording procedures. Winnebago County may have recording format requirements that differ slightly from Cook County; local counsel should confirm.
(c) Tax Status. Confirm that there are no unpaid or pending real property taxes or special assessments prior to closing.
(d) Access Easement. The recorded access easement is appurtenant and beneficial to the Rockford Property. We recommend confirming that the easement runs with the land in perpetuity and is not subject to termination or revocation by the servient estate owner. Based on our review of the easement agreement, this appears to be the case, but we recommend that local counsel confirm this analysis under Illinois law.
(e) Standard Lender's Endorsements. Request the same standard lender's endorsements described in Section IV.A.6(d) above for the Rockford Property, including ALTA 3.1, 9.0, 17/17.1, 25, 28, and other applicable endorsements.
C. Property 3: 600 Manufacturers Row, Greenville, SC 29607
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 industrial area of Greenville and serves as the primary production facility for Nexford's engineered systems product line.
Record Owner: Nexford Engineered Systems, LLC ("NES"), a Delaware limited liability company and Subsidiary Guarantor under the Credit Agreement. NES is a wholly owned subsidiary of the Borrower.
We note that Summit Industrial Fabrication Co. ("Summit"), a South Carolina corporation and Subsidiary Guarantor that was acquired by the Nexford group in 2022, also has its address listed at or near 600 Manufacturers Row. Based on information provided by Priya Mehta, Summit occupies a portion of the NES-owned campus (specifically, the secondary fabrication building) pursuant to an inter-company license or occupancy arrangement. Summit does not hold fee simple title to any portion of the Greenville Property. Because Summit is a Subsidiary Guarantor under the Credit Agreement, its occupancy of a portion of the Greenville Property does not present a third-party leasehold concern. However, we recommend confirming the precise nature of Summit's occupancy arrangement (whether by written lease, sublicense, or informal inter-company arrangement) and ensuring that it is appropriately addressed in the Mortgage or in a subordination, non-disturbance, and attornment agreement, if applicable.
Appraised Value: $38,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser). The Greenville Property represents approximately 19.7% of the aggregate appraised real property collateral value.
Legal Description: The legal description of the Greenville Property is set forth in Schedule A to Title Commitment No. LTA-2025-SC-018356 and corresponds to the legal description depicted on the ALTA/NSPS Land Title Survey dated February 10, 2025.
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 Collateral Agent for the benefit of the Secured Parties. The form of policy is an ALTA Loan Policy (2006 form or current equivalent).
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 Filing (the "Greenville Mortgage") from Nexford Engineered Systems, LLC, as Mortgagor, in favor of Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties, as Mortgagee, encumbering the Greenville Property.
(b) Release of Existing Mortgage Lien. Satisfaction, release, and discharge of the existing Mortgage from Nexford Engineered Systems, LLC in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the records of Greenville County, South Carolina (the "Existing Greenville Mortgage"). Landmark Title will delete this exception upon receipt of evidence of payoff and release.
(c) Payment of SC Recording Fees and Mortgage Taxes. Payment of all applicable South Carolina mortgage recording fees and mortgage taxes associated with the recording of the Greenville Mortgage. As discussed in Section VII below, South Carolina imposes a mortgage recording fee/tax based on the face amount of the mortgage, and the calculation of this amount requires coordination with Sylvia Hartwell's tax memorandum (due March 10, 2025).
(d) Evidence of Authority. Delivery to Landmark Title of satisfactory evidence of the existence, organization, good standing, and authority of Nexford Engineered Systems, LLC to execute and deliver the Greenville Mortgage, including a manager's or authorized signatory's certificate, organizational documents, and evidence of Delaware good standing and authority to transact business in South Carolina.
(e) Survey Certification. Delivery of the ALTA/NSPS Land Title Survey for the Greenville Property, recertified to Landmark Title and Crescent Harbor Bank, N.A.
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 Mortgage in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the records of Greenville County, South Carolina. To be released at closing upon repayment of the existing facilities.
(iii) Utility and Drainage Easements. Recorded utility easements for electric, water, sewer, and stormwater drainage along the perimeter and certain interior corridors of the property. These easements are standard for an industrial property of this nature and do not materially interfere with the existing improvements or the proposed mortgage lien. They are depicted on the ALTA survey and are consistent with the descriptions in the recorded easement instruments. They constitute Permitted Encumbrances.
(iv) Environmental Restrictive Covenant / Institutional Control. A recorded environmental restrictive covenant (sometimes referred to as an institutional control or activity and use limitation) affecting a portion of the Greenville Property. This covenant was recorded in the land records of Greenville County and relates to historical industrial use of a portion of the site. The covenant was entered into by a prior owner of the property in connection with environmental remediation activities overseen by the South Carolina Department of Health and Environmental Control (SCDHEC).
Based on our review of the recorded covenant and our discussions with Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Project Manager), who prepared the Phase I Environmental Site Assessment for the Greenville Property, the environmental restrictive covenant imposes the following material requirements and restrictions:
•  Maintenance of an existing engineered cap/cover system (comprising soil cover and hardscape) on a small, specifically delineated portion of the southern area of the site, which was the location of historical manufacturing waste disposal activities by the prior owner.
•  Prohibition on excavation or disturbance of the cap/cover area without prior notification to and approval from SCDHEC.
•  Periodic monitoring and reporting obligations, including groundwater monitoring at designated well locations.
•  Restrictions on the use of groundwater from the affected area for potable or irrigation purposes.
The environmental restrictive covenant does not restrict the current manufacturing operations conducted by NES or Summit at the Greenville Property, as these operations are located on portions of the site outside the affected area. The covenant does not prohibit the granting of mortgages on the property. We have confirmed with Clearwater Environmental that the Phase I ESA did not identify any recognized environmental conditions that would indicate a failure to comply with the terms of the covenant or any material environmental liability beyond the scope of the existing institutional controls.
We recommend that this matter be discussed with Claudia Merritt in the context of the broader environmental risk analysis. A detailed discussion of the environmental restrictive covenant and the Phase I ESA findings for the Greenville Property is contained in the Environmental Due Diligence Summary memorandum dated February 22, 2025, prepared by Marcus Leung. The key diligence question is whether the Mortgage subordination language or the remedies available to the Collateral Agent upon foreclosure could trigger a violation of the environmental covenant — for example, if a foreclosing party were to disturb the cap/cover area. We believe this risk is manageable and can be addressed through appropriate protective language in the Mortgage and related documents, but this warrants further analysis.
(v) Standard Printed Exceptions. Standard printed exceptions, to be deleted upon delivery of survey, owner's affidavit, and other customary documentation.
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.
Our review of the survey reveals the following:
•  Improvements. The survey shows the property boundaries and the locations of the main manufacturing plant, secondary fabrication building (occupied by Summit), loading and distribution facilities, employee parking, and other site improvements. All principal improvements are located within the parcel boundary lines and comply with applicable setback requirements.
•  Minor Encroachment. The survey identifies a minor encroachment along the western boundary of the property, where a chain-link fence belonging to the neighboring property extends approximately two (2) feet onto the Greenville Property. This encroachment is de minimis in nature, does not involve any structural improvements, and does not affect any material portion of the property. We have discussed this matter with Landmark Title, and the title company has agreed to insure over the encroachment by issuing an ALTA 28.1 endorsement (Easement — Damage or Enforced Removal — Encroachment — Land Under Development) upon receipt of an affidavit from an authorized representative of NES confirming the circumstances of the encroachment and the absence of any boundary dispute. No remedial action by the Borrower is required.
•  Flood Zone Determination. The survey and accompanying flood zone determination indicate that the Greenville Property is predominantly located in Zone X (area of minimal flood hazard). However, a small portion of the southern edge of the property — corresponding approximately to the area subject to the environmental restrictive covenant — is located in Zone AE (within the 100-year floodplain as designated on the applicable FEMA Flood Insurance Rate Map). Importantly, no improvements (buildings, structures, or developed portions of the site) are located within the Zone AE area. The Zone AE designation appears to be related to the proximity of a small stream or drainage feature along the southern boundary. We recommend confirming that flood insurance is maintained for the Greenville Property to the extent required by the flood insurance covenants in the Credit Agreement and applicable federal regulations. If any portion of the insurable improvements is deemed to be within the special flood hazard area, a standard flood insurance policy in the required amount must be in place. Coordination with Vantage Risk Advisors, LLC (Rachel Sorensen) on this point is warranted.
•  Environmental Covenant Area. The survey depicts the approximate boundary of the area subject to the environmental restrictive covenant, consistent with the description in the recorded covenant and the Phase I ESA.
•  Other Survey Matters. No other material survey issues, defects, or encroachments have been identified.
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:
•  Ensure that the Greenville Mortgage does not contain subordination language or enforcement provisions that would conflict with or trigger a violation of the environmental restrictive covenant.
•  Coordinate with Clearwater Environmental Sciences, Inc. and Nexford's internal environmental compliance team (contact: David Engstrom) to confirm ongoing compliance with the covenant's monitoring and reporting obligations.
•  Cross-reference the Phase I ESA findings in the Environmental Due Diligence Summary memorandum (February 22, 2025) for any updates on environmental conditions.
•  Consider including a specific carve-out or acknowledgment in the Mortgage addressing the environmental restrictive covenant.
(b) Minor Fence Encroachment. The neighboring property's fence encroachment of approximately two feet onto the Greenville Property is de minimis. Landmark Title has agreed to insure over this encroachment with an ALTA 28.1 endorsement. No action is required from the Borrower.
(c) Flood Zone / Flood Insurance. The Zone AE designation on the southern edge of the Greenville Property does not affect any improvements but should be documented and addressed from an insurance perspective. We recommend confirming with Vantage Risk Advisors, LLC that flood insurance coverage is in place as required, and we recommend requesting a flood zone endorsement to the title policy from Landmark Title.
(d) South Carolina Mortgage Recording. Coordinate with applicable local counsel or Calderwood & Harkness's South Carolina practitioner regarding South Carolina mortgage form requirements. South Carolina uses a mortgage instrument (rather than a deed of trust), and the form should comply with applicable South Carolina statutory requirements, including any requirements for witness signatures and notarization. Coordinate with the Register of Deeds of Greenville County regarding recording procedures and fee payment.
(e) Summit Industrial Fabrication Co. Occupancy. Confirm the nature of Summit's occupancy of the secondary fabrication building — whether by written lease, license, or informal inter-company arrangement — and ensure appropriate treatment in the Mortgage and closing documents.
(f) Standard Lender's Endorsements. Request the standard lender's endorsements described in Section IV.A.6(d) above, plus a flood zone endorsement and any additional endorsements warranted by the environmental restrictive covenant (e.g., environmental protection lien endorsement).
D. Property 4: 9100 Westpark Industrial Boulevard, Houston, TX 77063
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 Houston Property is located in an industrial district in the Westpark area of Houston.
Record Owner: Title Commitment No. LTA-2025-TX-073219 confirms that fee simple title to the Houston Property is vested in Nexford Coatings & Surface Technologies, Inc. ("NCST"), a Delaware corporation and Subsidiary Guarantor under the Credit Agreement. NCST is a wholly owned subsidiary of the Borrower.
We note that Ridgepoint Specialty Coatings, LLC ("Ridgepoint"), a Texas limited liability company and Subsidiary Guarantor acquired by the Nexford group in 2023, also lists 9100 Westpark Industrial Boulevard as its business address. Based on preliminary information from Priya Mehta, Ridgepoint operates from a portion of the Houston Property pursuant to an inter-company arrangement — potentially as a tenant, licensee, or co-occupant. We have flagged this as an open item requiring confirmation. Specifically, we need to confirm: (i) the precise nature of Ridgepoint's occupancy arrangement (written lease, sublicense, or informal arrangement); (ii) whether Ridgepoint holds any recorded or unrecorded interest in the Houston Property; and (iii) whether a subordination, non-disturbance, and attornment agreement or similar instrument is needed for Ridgepoint's occupancy. Because Ridgepoint is itself a Subsidiary Guarantor, its occupancy of the Houston Property does not present a third-party concern, but the arrangement should be documented and confirmed for the title insurer's records and for completeness of the collateral file.
Appraised Value: $28,000,000, as determined by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, lead appraiser). The Houston Property represents approximately 14.5% of the aggregate appraised real property collateral value and is the lowest-valued of the four Mortgaged Properties.
Legal Description: The legal description of the Houston Property is set forth in Schedule A to Title Commitment No. LTA-2025-TX-073219 and corresponds to the legal description depicted on the ALTA/NSPS Land Title Survey dated February 11, 2025.
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 capacity as Collateral Agent for the benefit of the Secured Parties. The form of policy is an ALTA Loan Policy (2006 form or current equivalent).
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 "Houston Deed of Trust") from Nexford Coatings & Surface Technologies, Inc., as Grantor, to a to-be-designated trustee, for the benefit of Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties (Beneficiary), encumbering the Houston Property and securing the obligations under the Credit Agreement. Note that Texas utilizes a deed of trust form rather than a mortgage, and the instrument must comply with Texas-specific requirements including the designation of a trustee, power of sale provisions, and applicable fixture filing requirements.
(b) Release of Existing Deed of Trust. Release and discharge of the existing Deed of Trust from Nexford Coatings & Surface Technologies, Inc. in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the Official Public Records of Harris County, Texas (the "Existing Houston Deed of Trust"). Landmark Title will delete this exception upon receipt of evidence of payoff and a recorded release of lien.
(c) Payment of Recording Fees. Payment of applicable Harris County, Texas recording fees. As noted in Section VII below, Texas does not impose a mortgage recording tax per se, but standard county filing fees apply for the recording of the Houston Deed of Trust and the release of the Existing Houston Deed of Trust.
(d) Evidence of Authority. Delivery to Landmark Title of satisfactory evidence of the existence, organization, good standing, and authority of Nexford Coatings & Surface Technologies, Inc. to execute and deliver the Houston Deed of Trust, including a secretary's certificate, current organizational documents, applicable corporate resolutions, and evidence of Delaware good standing and qualification to do business in Texas.
(e) Survey Certification. Delivery of the ALTA/NSPS Land Title Survey for the Houston Property, recertified to Landmark Title and Crescent Harbor Bank, N.A.
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 Deed of Trust in favor of Atlas Meridian Bank, N.A. as collateral agent, recorded in the Official Public Records of Harris County, Texas. To be released at closing upon repayment of the existing facilities.
(iii) Mineral Reservation. A prior deed in the chain of title to the Houston Property contains a partial mineral reservation, pursuant to which the grantor in a 1978 conveyance reserved one-half (1/2) of the mineral estate in and under the property. This type of mineral reservation is common in Texas, particularly with respect to properties in the Houston metropolitan area, and is a well-recognized feature of Texas real property law. The reservation covers subsurface mineral rights (primarily oil and gas) but, based on our review of the reserving deed, does not include any express surface rights, surface use agreements, or rights to enter onto or use the surface of the property for drilling or extraction purposes within the currently improved portions of the property.
We note the following considerations with respect to the mineral reservation:
•  Under Texas law, the holder of a severed mineral estate generally retains a dominant estate right to use as much of the surface as is reasonably necessary to explore for and extract the minerals, absent a surface use restriction or waiver in the reservation instrument. However, in practice, this right is significantly constrained in developed industrial and urban areas, and the reservation in this case is limited to one-half of the mineral estate.
•  We have confirmed with Priya Mehta that there are

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