CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
MORTGAGE RECORDING COVER LETTERS AND FILING INSTRUCTIONS
Cook County, Illinois; Winnebago County, Illinois; Greenville County, South Carolina; Harris County, Texas
Matter: Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
Matter No.: 1005-00001 Billing Code: IBL-NIH-2025-031
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
With input from:
Hargrove & Whitmore LLP (Illinois Local Counsel) 233 South Wacker Drive, Suite 4500 Chicago, Illinois 60606
April 2025
CONFIDENTIAL AND PRIVILEGED This document has been prepared by Calderwood & Harkness LLP for the exclusive use of its client and the parties identified herein. This document contains attorney work product and information subject to the attorney-client privilege. Any unauthorized review, use, disclosure, or distribution is prohibited.
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I. INTRODUCTION AND OVERVIEW
A. Purpose of This Package
This package contains four cover letters and accompanying filing instructions for the recording of mortgages (and, in the case of the Texas property, a deed of trust), assignments of leases and rents, security agreements, and fixture filings (collectively, the "Mortgage Instruments") in connection with the $1,400,000,000 senior secured Term Loan B facility (the "Credit Facility") provided to Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), a corporation organized and existing under the laws of the State of Delaware, pursuant to the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacity, the "Collateral Agent"), and the Lenders party thereto from time to time (collectively, the "Secured Parties").
The Mortgage Instruments secure the Borrower's and certain Guarantors' obligations under the Credit Agreement and the related Loan Documents (as defined therein), granting first-priority liens on owned real property identified on Schedule 5.08(b) of the Credit Agreement with a fair market value in excess of $10,000,000 per parcel. The four properties to be encumbered are located in Cook County, Illinois; Winnebago County, Illinois; Greenville County, South Carolina; and Harris County, Texas. Each cover letter enclosed herein is tailored to the specific procedural, documentary, and fee requirements of the applicable county recording office and state law, and is intended to accompany the filing package for the corresponding property.
This memorandum should be read in conjunction with the Credit Agreement, the Collateral and Guarantee Agreement dated as of March 28, 2025, the title insurance commitments issued by Landmark Title Assurance Company, and the Tax Memorandum — State and Local Tax Implications of Collateral Grants and Mortgage Recording dated March 10, 2025, prepared by Sylvia Hartwell of Calderwood & Harkness LLP (the "Hartwell Memorandum").
B. Transaction Context
The closing of the Credit Facility occurred on March 28, 2025 (the "Closing Date"). On the Closing Date, the Borrower drew down $1,400,000,000 under the Term Loan B tranche of the Credit Facility. The proceeds of the Term Loan B were used to (i) refinance certain existing indebtedness of the Borrower and its subsidiaries, (ii) fund a portion of the consideration payable in connection with the acquisition by Nexford of Summit Industrial Fabrication Co. (the "Acquisition"), and (iii) pay fees and expenses incurred in connection with the foregoing.
Delivery of recorded mortgages and lender's title insurance policies with respect to each of the four mortgaged properties is a post-closing obligation under Section 6.14 of the Credit Agreement. Pursuant to the Post-Closing Obligations Schedule attached as Schedule 6.14 to the Credit Agreement, the Borrower is required to deliver to the Collateral Agent, on or before April 30, 2025 (the "Post-Closing Deadline"):
(a) fully executed originals of each Mortgage Instrument, duly recorded in the applicable county land records;
(b) lender's mortgagee title insurance policies issued by Landmark Title Assurance Company (the "Title Insurer") in favor of the Collateral Agent, insuring the first-priority lien status of each Mortgage Instrument, in amounts not less than the appraised value of the applicable property, and containing such endorsements as the Collateral Agent may reasonably require; and
(c) evidence that all recording fees, taxes, and other charges payable in connection with such recording have been paid.
The Title Insurer for all four properties is Landmark Title Assurance Company. Title commitments have been issued for each property and are currently being reviewed by Calderwood & Harkness LLP. A separate Title Insurance Commitment Review Memorandum is being prepared and will be circulated under separate cover.
The Collateral Agent is Crescent Harbor Bank, N.A., with its principal office at 320 Federal Street, Boston, Massachusetts 02110. All recorded instruments and final title policies are to be delivered to the Collateral Agent at that address, to the attention of Elaine Prescott, Managing Director, Leveraged Finance.
Collateral appraisals for each of the four mortgaged properties were performed by Greystone Valuation Services, Inc., with appraisal reports prepared by Daniel Pritchard, MAI, 1700 Market Street, Philadelphia, Pennsylvania 19103. The appraisals were completed in February 2025 and were delivered to the Collateral Agent in connection with the closing of the Credit Facility.
C. Properties to Be Encumbered
The Mortgage Instruments will encumber four owned real properties with a total aggregate appraised value of $193,000,000, as follows:
Each of these properties exceeds the $10,000,000 fair market value threshold established in Section 6.14(a) of the Credit Agreement and is accordingly subject to the mortgage delivery requirements described above.
D. Responsible Parties and Contacts
The following individuals and firms are responsible for the preparation, review, filing, and post-recording coordination of the Mortgage Instruments:
Calderwood & Harkness LLP — Lead Coordinating Counsel
•  Marcus Leung, Lead Associate — Primary day-to-day contact for filing coordination, cover letter preparation, and communications with county recording offices. Mr. Leung should be contacted with any questions regarding the filing packages or procedural requirements.
•  Sophie Tremblay, Working Associate — Responsible for tracking all filings and confirmations in the Post-Closing Checklist and Tracker maintained by Calderwood & Harkness LLP. Ms. Tremblay will receive all returned recorded instruments and will coordinate distribution of copies to the parties identified below.
•  Claudia Merritt, Responsible Partner — Supervising partner on the matter. Ms. Merritt should be contacted regarding any substantive legal issues that arise during the recording process or any disputes or rejections by a county recording office.
Hargrove & Whitmore LLP — Illinois Local Counsel (Cook County and Winnebago County filings)
•  Robert Kimura, Lead Partner — Mr. Kimura has reviewed each of the Illinois Mortgage Instruments for compliance with Illinois recording requirements, including form and substance of notarial acknowledgments, legal description formatting, and compliance with the Illinois Mortgage Act (765 ILCS 5/11). Hargrove & Whitmore LLP will assist with any Cook County- or Winnebago County-specific procedural requirements that may arise during the recording process.
Nexford Industrial Holdings Inc. — Borrower
•  Priya Mehta, Vice President, Treasury & Corporate Finance — Ms. Mehta is the primary Nexford contact for all post-closing matters related to the Credit Facility, including coordination of mortgage recordings, execution of post-closing certificates, and communications with the Collateral Agent. Ms. Mehta may be reached at Nexford's corporate headquarters at 1400 Industrial Parkway, Schaumburg, Illinois 60173.
Crescent Harbor Bank, N.A. — Administrative Agent and Collateral Agent
•  Elaine Prescott, Managing Director, Leveraged Finance — Ms. Prescott is the primary contact at the Collateral Agent for purposes of delivery of recorded instruments, title policies, and the Post-Closing Certificate. Ms. Prescott may be reached at 320 Federal Street, Boston, Massachusetts 02110.
A complete Contact List for Filing Coordination is set forth in Exhibit C to this package.
E. General Filing Instructions Applicable to All Jurisdictions
The following general instructions apply to all four filing packages. Jurisdiction-specific instructions are set forth in the individual cover letters in Sections II through V below.
Cover Letter Addressee. Each cover letter is addressed to the applicable county recorder, register of deeds, or county clerk responsible for recording real property instruments in the jurisdiction where the applicable property is located.
Filing Package Contents. Each filing package submitted to the applicable county recording office must include the following:
(i) the executed original Mortgage Instrument (together with the required number of counterpart copies per county rules);
(ii) the applicable cover letter, which identifies the instruments enclosed, the recording fees tendered, and return instructions;
(iii) the recording fee, tendered by check or other payment method as specified per jurisdiction, payable to the applicable county recording office;
(iv) any required transfer tax, recording tax, or mortgage tax declarations, exemption certificates, or related forms required by the applicable state or county; and
(v) a self-addressed stamped return envelope (or pre-paid return shipping label, as applicable) for the return of the recorded original instrument to Calderwood & Harkness LLP.
Lien Priority. All Mortgage Instruments are to be recorded as first-priority mortgage liens (or, in the case of Texas, first-priority deed of trust liens) against the identified real property, in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement. The first-priority status of each lien will be confirmed by the lender's title insurance policies to be issued by Landmark Title Assurance Company following recording.
Mortgagor/Grantor. The identity of the Mortgagor or Grantor varies by property and is identified in each individual cover letter. In each case, the Mortgagor or Grantor is either Nexford Properties, LLC (the Borrower's real property holding subsidiary) or another Subsidiary Guarantor that holds fee title to the applicable property, as confirmed by the applicable title commitment.
Mortgagee/Beneficiary. The Mortgagee (or, in the case of the Texas deed of trust, the Beneficiary) for all four Mortgage Instruments is:
Crescent Harbor Bank, N.A., as Collateral Agent 320 Federal Street Boston, Massachusetts 02110
Distribution of Recorded Instruments. Upon receipt of each recorded instrument from the applicable county recording office, Sophie Tremblay will promptly distribute copies to the following parties:
(a) Crescent Harbor Bank, N.A. (Collateral Agent) — Elaine Prescott, Managing Director, Leveraged Finance, 320 Federal Street, Boston, Massachusetts 02110;
(b) Whitfield & Gage LLP (counsel to the Administrative Agent and Collateral Agent) — Margaret Ashby, Partner, and Jonathan Ferris, Associate, 51 West 52nd Street, New York, New York 10019;
(c) Landmark Title Assurance Company (Title Insurer) — for issuance of final lender's mortgagee title insurance policies based on the recording confirmation information; and
(d) Calderwood & Harkness LLP — permanent matter files (Matter No. 1005-00001).
Post-Closing Deadline. All Mortgage Instruments must be recorded and all lender's title insurance policies must be delivered to the Collateral Agent no later than April 30, 2025, per the Credit Agreement's post-closing obligations schedule (Schedule 6.14). Calderwood & Harkness LLP will monitor compliance with this deadline and will promptly notify all parties of any delays or issues that may affect timely delivery.
II. COVER LETTER NO. 1 — COOK COUNTY, ILLINOIS (SCHAUMBURG PROPERTY)
A. Addressee and Filing Office
The filing package for the Schaumburg Property will be submitted to:
Cook County Recorder of Deeds 118 North Clark Street, Room 120 Chicago, Illinois 60602
B. Transmittal Information
The cover letter for the Cook County filing shall be substantially in the form set forth below:
April __, 2025
Cook County Recorder of Deeds 118 North Clark Street, Room 120 Chicago, Illinois 60602
Re: Recording of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing — Property at 1400 Industrial Parkway, Schaumburg, Illinois 60173
Dear Sir or Madam:
On behalf of Calderwood & Harkness LLP, in coordination with Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (Attention: Robert Kimura), we respectfully submit for recording the documents described below with respect to real property located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, situated in Cook County, Illinois. Hargrove & Whitmore LLP serves as Illinois local counsel for this transaction and has reviewed the enclosed instrument for compliance with Illinois recording requirements.
C. Property Identification
The property to be encumbered by the enclosed Mortgage Instrument is identified as follows:
Property Address: 1400 Industrial Parkway, Schaumburg, Illinois 60173
Property Description: Corporate headquarters and primary manufacturing facility of Nexford Industrial Holdings Inc. The property consists of an approximately 425,000 square foot industrial and office complex situated on approximately 32 acres, including manufacturing buildings, warehouse space, administrative offices, and associated improvements.
Appraised Value: $85,000,000 (per the appraisal report dated February 2025, prepared by Greystone Valuation Services, Inc., Daniel Pritchard, MAI)
Current Owner / Mortgagor: Nexford Properties, LLC, a Delaware limited liability company, which is the real property holding subsidiary of Nexford Industrial Holdings Inc. and a Subsidiary Guarantor under the Credit Agreement. The registered agent address for Nexford Properties, LLC is: c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
Permanent Index Number (PIN): [To be inserted by filing party based on Cook County Assessor's records prior to submission of the filing package. Marcus Leung or Robert Kimura to confirm the applicable PIN(s) for the parcel(s) comprising the property.]
Legal Description: As set forth in Exhibit A to the enclosed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing instrument.
D. Documents Enclosed
The following documents are enclosed for recording:
1.  Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Schaumburg Mortgage"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent, encumbering the property described above — _ counterpart original(s), together with _ copies for certification and return.
2.  State of Illinois Real Estate Transfer Declaration (Form PTAX-203), if applicable, or a notation of the basis for exemption from the State of Illinois real estate transfer tax. If the transaction qualifies for an exemption from the Illinois real estate transfer tax (35 ILCS 200/31-45), the applicable exemption is noted on the enclosed form. Note: The enclosed Mortgage Instrument does not convey fee title and accordingly may be exempt from the Illinois real estate transfer tax; however, to the extent the Cook County Recorder requires submission of the transfer declaration form, the applicable form is enclosed.
3.  Cook County-specific recording cover sheet, completed in accordance with the Recorder's current formatting and information requirements, identifying the Grantor (Nexford Properties, LLC), the Grantee (Crescent Harbor Bank, N.A., as Collateral Agent), the return address, and the applicable Permanent Index Number(s).
4.  Check in the amount of $________ payable to the "Cook County Recorder of Deeds" for recording fees. This amount has been calculated based on the Cook County Recorder's current fee schedule and includes applicable per-page recording charges and any applicable surcharges.
5.  Self-addressed stamped return envelope (or pre-paid return shipping label) for the return of the recorded original instrument to:
Calderwood & Harkness LLP
Attention: Sophie Tremblay
425 Lexington Avenue New York, New York 10017
Note Regarding Illinois Mortgage Recording Tax. The State of Illinois does not impose a standalone "mortgage recording tax" in the manner of certain other states (such as New York). However, Illinois imposes a real estate transfer tax under the Real Estate Transfer Tax Act (35 ILCS 200/31-1 et seq.), which generally applies to transfers of beneficial interest in real property. The recording of a mortgage lien, as opposed to a conveyance of fee title, is generally not subject to the Illinois real estate transfer tax. This analysis is consistent with the conclusions reached in the Tax Memorandum — State and Local Tax Implications of Collateral Grants and Mortgage Recording, dated March 10, 2025, prepared by Sylvia Hartwell of Calderwood & Harkness LLP (the "Hartwell Memorandum"). To the extent any question arises regarding the applicability of transfer taxes or recording taxes in connection with this filing, please contact Sylvia Hartwell at Calderwood & Harkness LLP for further guidance.
Additionally, Cook County and the City of Chicago impose supplemental transfer taxes on certain real estate transactions. To the extent the Cook County Recorder requests documentation of exemption from these supplemental taxes, the applicable exemption forms or declarations are enclosed or will be provided promptly upon request.
E. Specific Filing Instructions
We respectfully request the following with respect to the enclosed filing:
1.  Recording. Please record the enclosed Schaumburg Mortgage in the official real property records of Cook County, Illinois, and assign a document recording number, recording date, and book/page reference (if applicable) to the recorded instrument.
2.  Return of Recorded Original. Following recording, please return the recorded original instrument, bearing the Recorder's filing stamp, document number, and recording date, to the address indicated on the enclosed self-addressed stamped return envelope:
Calderwood & Harkness LLP
Attention: Sophie Tremblay
425 Lexington Avenue New York, New York 10017
3.  Certified Copies. Please provide __ certified recorded copies of the Schaumburg Mortgage in addition to the recorded original. The fee for such certified copies is included in the enclosed recording fee payment.
4.  Illinois Local Counsel Review. Hargrove & Whitmore LLP (Robert Kimura, Lead Partner) has reviewed the Schaumburg Mortgage instrument for compliance with Illinois recording requirements, including compliance with the Illinois Mortgage Act (765 ILCS 5/11), proper form of notarial acknowledgment, legal description formatting, and other applicable requirements. Hargrove & Whitmore LLP will assist with any Cook County-specific procedural requirements that may arise during the recording process. Any questions regarding Illinois law compliance may be directed to Robert Kimura at Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606.
5.  IDOR / Transfer Tax Exemption Certificate. If the Cook County Recorder of Deeds requires submission of an Illinois Department of Revenue (IDOR) form or a transfer tax exemption certificate in connection with the recording of the enclosed mortgage instrument, the applicable form is enclosed with this filing package. If any additional forms or certifications are required, please contact Marcus Leung at Calderwood & Harkness LLP and we will provide the requested documentation promptly.
F. Return and Confirmation
Upon receipt of the recorded Schaumburg Mortgage from the Cook County Recorder of Deeds, Calderwood & Harkness LLP will undertake the following actions:
1.  Sophie Tremblay will forward copies of the recorded instrument (including the recording stamp page reflecting the document number, recording date, and book/page reference) to Crescent Harbor Bank, N.A. (Collateral Agent), to the attention of Elaine Prescott, 320 Federal Street, Boston, Massachusetts 02110.
2.  Copies will be forwarded to Landmark Title Assurance Company to facilitate the issuance of the final lender's mortgagee title insurance policy for the Schaumburg Property.
3.  Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris), counsel to the Administrative Agent and Collateral Agent.
4.  Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the recording confirmation information for the Schaumburg Property.
We respectfully request that the Cook County Recorder of Deeds confirm the recording information (document number, recording date, and book/page reference, if applicable) by return correspondence or by notation on the recorded instrument. If available, email confirmation of the recording may be directed to Sophie Tremblay at Calderwood & Harkness LLP.
We thank you for your assistance with this recording and appreciate your prompt attention to this matter. If you have any questions regarding the enclosed filing package, please do not hesitate to contact Marcus Leung at Calderwood & Harkness LLP.
Very truly yours,
CALDERWOOD & HARKNESS LLP
III. COVER LETTER NO. 2 — WINNEBAGO COUNTY, ILLINOIS (ROCKFORD PROPERTY)
A. Addressee and Filing Office
The filing package for the Rockford Property will be submitted to:
Winnebago County Recorder's Office 404 Elm Street Rockford, Illinois 61101
B. Transmittal Information
The cover letter for the Winnebago County filing shall be substantially in the form set forth below:
April __, 2025
Winnebago County Recorder's Office 404 Elm Street Rockford, Illinois 61101
Re: Recording of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing — Property at 2750 Commerce Drive, Rockford, Illinois 61101
Dear Sir or Madam:
On behalf of Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, in coordination with Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (Attention: Robert Kimura), we respectfully submit for recording the documents described below with respect to real property located at 2750 Commerce Drive, Rockford, Illinois 61101, situated in Winnebago County, Illinois. Hargrove & Whitmore LLP serves as Illinois local counsel for this transaction and has reviewed the enclosed instrument for compliance with Illinois recording requirements.
C. Property Identification
The property to be encumbered by the enclosed Mortgage Instrument is identified as follows:
Property Address: 2750 Commerce Drive, Rockford, Illinois 61101
Property Description: Precision Components manufacturing plant, operated by Nexford Precision Components, Inc. The property consists of an approximately 185,000 square foot manufacturing and warehousing facility situated on approximately 14 acres, including production buildings, quality testing laboratories, loading docks, and associated site improvements.
Appraised Value: $42,000,000 (per the appraisal report dated February 2025, prepared by Greystone Valuation Services, Inc., Daniel Pritchard, MAI)
Current Owner / Mortgagor: Nexford Properties, LLC, a Delaware limited liability company, or Nexford Precision Components, Inc., a Delaware corporation, as applicable based on the title records and the vesting information reflected in the title commitment issued by Landmark Title Assurance Company. The identity of the record titleholder is to be confirmed with Landmark Title Assurance Company prior to submission of this filing package. If the titleholder is determined to be Nexford Precision Components, Inc. rather than Nexford Properties, LLC, the enclosed Mortgage Instrument has been executed by the appropriate entity, and the cover letter and recording cover sheet shall be updated accordingly. In either case, the Mortgagor entity is a Subsidiary Guarantor under the Credit Agreement.
Permanent Index Number (PIN): [To be inserted by filing party based on Winnebago County Assessor's records prior to submission of the filing package. Marcus Leung or Robert Kimura to confirm the applicable PIN(s).]
Legal Description: As set forth in Exhibit A to the enclosed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing instrument.
D. Documents Enclosed
The following documents are enclosed for recording:
1.  Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Rockford Mortgage"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent, encumbering the property described above — _ counterpart original(s), together with _ copies for certification and return.
2.  State of Illinois Real Estate Transfer Declaration (Form PTAX-203), if applicable, or a notation of the basis for exemption from the State of Illinois real estate transfer tax. As with the Cook County filing, the recording of a mortgage lien, as opposed to a conveyance of fee title, is generally not subject to the Illinois real estate transfer tax.
3.  Winnebago County recording cover sheet, completed in accordance with the Recorder's current formatting and information requirements, identifying the Grantor, the Grantee (Crescent Harbor Bank, N.A., as Collateral Agent), the return address, and the applicable Permanent Index Number(s).
4.  Check in the amount of $________ payable to the "Winnebago County Recorder" for recording fees. This amount has been calculated based on the Winnebago County Recorder's current fee schedule.
5.  Self-addressed stamped return envelope (or pre-paid return shipping label) for the return of the recorded original instrument to:
Calderwood & Harkness LLP
Attention: Sophie Tremblay
425 Lexington Avenue New York, New York 10017
Note Regarding Illinois Mortgage Recording Tax. The same analysis regarding Illinois real estate transfer taxes and mortgage recording taxes applicable to the Cook County filing applies equally to the Winnebago County filing. No separate Illinois mortgage recording tax is imposed on the recording of a mortgage lien. This analysis is consistent with the conclusions of the Hartwell Memorandum dated March 10, 2025. To the extent the Winnebago County Recorder requests documentation regarding transfer tax exemption, the applicable forms are enclosed.
E. Specific Filing Instructions
We respectfully request the following with respect to the enclosed filing:
1.  Recording. Please record the enclosed Rockford Mortgage in the official real property records of Winnebago County, Illinois, and assign a document recording number, recording date, and book/page reference (if applicable) to the recorded instrument.
2.  Return of Recorded Original. Following recording, please return the recorded original instrument to Calderwood & Harkness LLP, Attention: Sophie Tremblay, 425 Lexington Avenue, New York, New York 10017, using the enclosed self-addressed stamped return envelope.
3.  Certified Copies. Please provide __ certified recorded copies of the Rockford Mortgage in addition to the recorded original.
4.  Illinois Local Counsel Review. Hargrove & Whitmore LLP (Robert Kimura, Lead Partner) has reviewed the Rockford Mortgage instrument for compliance with Illinois recording requirements. Any questions regarding Illinois law compliance may be directed to Robert Kimura at Hargrove & Whitmore LLP.
5.  IDOR / Transfer Tax Exemption Certificate. If the Winnebago County Recorder requires submission of an Illinois Department of Revenue (IDOR) form or a transfer tax exemption certificate, the applicable form is enclosed with this filing package. If additional documentation is required, please contact Marcus Leung at Calderwood & Harkness LLP.
F. Return and Confirmation
The return, distribution, and confirmation protocol for the Rockford Mortgage is identical to that described in Section II.F above with respect to the Cook County filing:
1.  Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank, N.A. (Collateral Agent), Landmark Title Assurance Company, and Whitfield & Gage LLP.
2.  Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the recording confirmation information for the Rockford Property.
3.  Recording information (document number, recording date, book/page) should be confirmed to Sophie Tremblay at Calderwood & Harkness LLP via email or return correspondence.
We thank you for your assistance with this recording and appreciate your prompt attention to this matter. If you have any questions regarding the enclosed filing package, please do not hesitate to contact Marcus Leung at Calderwood & Harkness LLP.
Very truly yours,
CALDERWOOD & HARKNESS LLP
IV. COVER LETTER NO. 3 — GREENVILLE COUNTY, SOUTH CAROLINA (GREENVILLE PROPERTY)
A. Addressee and Filing Office
The filing package for the Greenville Property will be submitted to:
Greenville County Register of Deeds 301 University Ridge, Suite 1300 Greenville, South Carolina 29601
B. Transmittal Information
The cover letter for the Greenville County filing shall be substantially in the form set forth below:
April __, 2025
Greenville County Register of Deeds 301 University Ridge, Suite 1300 Greenville, South Carolina 29601
Re: Recording of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing — Property at 600 Manufacturers Row, Greenville, South Carolina 29607
Dear Sir or Madam:
On behalf of Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, we respectfully submit for recording the documents described below with respect to real property located at 600 Manufacturers Row, Greenville, South Carolina 29607, situated in Greenville County, South Carolina. The enclosed instrument is being filed in connection with a senior secured credit facility, and we respectfully request the Greenville County Register of Deeds' prompt attention to this recording.
C. Property Identification
The property to be encumbered by the enclosed Mortgage Instrument is identified as follows:
Property Address: 600 Manufacturers Row, Greenville, South Carolina 29607
Property Description: Engineered Systems manufacturing plant, operated by Nexford Engineered Systems, LLC (or, with respect to certain portions of the facility, Summit Industrial Fabrication Co., which was acquired by Nexford in connection with the Acquisition). The property consists of an approximately 210,000 square foot advanced manufacturing facility situated on approximately 18 acres, including production buildings, engineering laboratories, storage facilities, and associated improvements.
Appraised Value: $38,000,000 (per the appraisal report dated February 2025, prepared by Greystone Valuation Services, Inc., Daniel Pritchard, MAI)
Current Owner / Mortgagor: Title vesting is to be confirmed prior to filing based on the title commitment issued by Landmark Title Assurance Company. The titleholder is likely Nexford Properties, LLC, a Delaware limited liability company, or the applicable operating subsidiary (Nexford Engineered Systems, LLC or Summit Industrial Fabrication Co.). In any case, the Mortgagor entity is a Subsidiary Guarantor under the Credit Agreement, and the enclosed Mortgage Instrument has been executed by the appropriate record titleholder.
Tax Map Number / Parcel ID: [To be inserted by filing party based on Greenville County Assessor's records prior to submission of the filing package.]
Legal Description: As set forth in Exhibit A to the enclosed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing instrument.
D. Documents Enclosed
The following documents are enclosed for recording:
1.  Original executed Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Greenville Mortgage"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent, encumbering the property described above — _ counterpart original(s), together with _ copies for certification and return.
2.  Recording fee: Check in the amount of $__ payable to the "Greenville County Register of Deeds" for recording fees. This amount has been calculated based on the Greenville County Register of Deeds' current fee schedule and includes the applicable recording fee per South Carolina law.
3.  Self-addressed stamped return envelope (or pre-paid return shipping label) for the return of the recorded original instrument to:
Calderwood & Harkness LLP
Attention: Sophie Tremblay
425 Lexington Avenue New York, New York 10017
4.  South Carolina recording forms, if required. If the Greenville County Register of Deeds requires the filing of an affidavit of consideration, a mortgage tax affidavit, or an exemption certification in connection with the recording of the enclosed mortgage, the applicable form is enclosed.
Note Regarding South Carolina Deed Recording Fees and Mortgage Recording Tax. South Carolina imposes a deed recording fee under S.C. Code Ann. § 12-24-10 et seq. on the recording of certain documents conveying interests in real property. Additionally, South Carolina imposes a mortgage recording fee (sometimes referred to as an "intangible tax" or "mortgage tax") on the recording of mortgages, which is calculated based on the principal amount of the indebtedness secured by the mortgage. Pursuant to S.C. Code Ann. § 12-24-40, a recording fee is imposed on mortgages at the rate prescribed by statute. The applicable rate and the total mortgage recording fee for the Greenville Mortgage have been analyzed in the Hartwell Memorandum dated March 10, 2025, which sets forth the applicable South Carolina recording fees and intangible taxes, the method of calculation, and any available exemptions. The recording fee payment enclosed with this filing package reflects the amount determined to be payable pursuant to that analysis.
If any additional recording fees, taxes, or surcharges are required by the Greenville County Register of Deeds that are not covered by the enclosed payment, please contact Marcus Leung at Calderwood & Harkness LLP and we will arrange for prompt payment of the deficiency.
E. Specific Filing Instructions
We respectfully request the following with respect to the enclosed filing:
1.  Recording. South Carolina law requires the recording of mortgages in the county where the mortgaged real property is located. S.C. Code Ann. § 30-7-10 et seq. The Greenville Property is located in Greenville County, South Carolina, and accordingly the enclosed Greenville Mortgage is being submitted for recording with the Greenville County Register of Deeds. Please record the enclosed instrument in the official real property records of Greenville County and assign a recording reference number, recording date, and book/page reference to the recorded instrument.
2.  South Carolina-Specific Execution Requirements. South Carolina law requires that a mortgage be signed by the mortgagor and witnessed by two witnesses, one of whom must be a notary public. S.C. Code Ann. § 30-5-30. The enclosed Greenville Mortgage has been executed in compliance with these requirements. The execution page of the instrument reflects the signature of the authorized officer of the Mortgagor entity, together with the signatures of two subscribing witnesses, one of whom is a notary public who has affixed the appropriate notarial seal and certificate of acknowledgment.
3.  Return of Recorded Original. Following recording, please return the recorded original instrument to Calderwood & Harkness LLP, Attention: Sophie Tremblay, 425 Lexington Avenue, New York, New York 10017, using the enclosed self-addressed stamped return envelope.
4.  Certified Copies. Please provide __ certified recorded copies of the Greenville Mortgage in addition to the recorded original. The fee for such certified copies is included in the enclosed recording fee payment.
F. Return and Confirmation
The return, distribution, and confirmation protocol for the Greenville Mortgage is consistent with the general protocol described in Section I.E above:
1.  Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank, N.A. (Collateral Agent), to the attention of Elaine Prescott.
2.  Copies will be forwarded to Landmark Title Assurance Company for issuance of the final lender's mortgagee title insurance policy for the Greenville Property.
3.  Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris).
4.  Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the recording confirmation information for the Greenville Property.
5.  Recording information (document number, recording date, book/page) should be confirmed to Sophie Tremblay at Calderwood & Harkness LLP via email or return correspondence.
We thank you for your assistance with this recording and appreciate your prompt attention to this matter. If you have any questions regarding the enclosed filing package, please do not hesitate to contact Marcus Leung at Calderwood & Harkness LLP.
Very truly yours,
CALDERWOOD & HARKNESS LLP
V. COVER LETTER NO. 4 — HARRIS COUNTY, TEXAS (HOUSTON PROPERTY)
A. Addressee and Filing Office
The filing package for the Houston Property will be submitted to:
Harris County Clerk's Office Real Property Records Division 201 Caroline Street Houston, Texas 77002
B. Transmittal Information
The cover letter for the Harris County filing shall be substantially in the form set forth below:
April __, 2025
Harris County Clerk's Office Real Property Records Division 201 Caroline Street Houston, Texas 77002
Re: Recording of Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing — Property at 9100 Westpark Industrial Boulevard, Houston, Texas 77063
Dear Sir or Madam:
On behalf of Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, we respectfully submit for recording the documents described below with respect to real property located at 9100 Westpark Industrial Boulevard, Houston, Texas 77063, situated in Harris County, Texas. Please note that, in accordance with Texas practice, the enclosed instrument is a deed of trust rather than a mortgage. The enclosed Deed of Trust is being filed in connection with a senior secured credit facility, and we respectfully request the Harris County Clerk's prompt attention to this recording.
C. Property Identification
The property to be encumbered by the enclosed Deed of Trust is identified as follows:
Property Address: 9100 Westpark Industrial Boulevard, Houston, Texas 77063
Property Description: Coatings and Surface Technologies facility, operated by Nexford Coatings & Surface Technologies, Inc. and/or Ridgepoint Specialty Coatings, LLC, both of which maintain operations at this address. The property consists of an approximately 145,000 square foot industrial facility situated on approximately 11 acres, including manufacturing buildings, chemical storage facilities, quality control laboratories, administrative offices, and associated site improvements.
Appraised Value: $28,000,000 (per the appraisal report dated February 2025, prepared by Greystone Valuation Services, Inc., Daniel Pritchard, MAI)
Current Owner / Grantor: Title vesting is to be confirmed prior to filing based on the title commitment issued by Landmark Title Assurance Company. The titleholder is likely Nexford Properties, LLC, a Delaware limited liability company, or Ridgepoint Specialty Coatings, LLC, a Texas limited liability company and Subsidiary Guarantor under the Credit Agreement. If the titleholder is determined to be Ridgepoint Specialty Coatings, LLC, the enclosed Deed of Trust has been executed by the appropriate entity and the cover letter and recording cover sheet have been (or will be) updated accordingly.
Harris County Tax Account Number / Property ID: [To be inserted by filing party based on Harris County Appraisal District records prior to submission of the filing package.]
Legal Description: As set forth in Exhibit A to the enclosed Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing instrument.
D. Documents Enclosed
The following documents are enclosed for recording:
1.  Original executed Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Houston Deed of Trust"), in favor of Crescent Harbor Bank, N.A., as Beneficiary (in its capacity as Collateral Agent), encumbering the property described above — _ counterpart original(s), together with _ copies for certification and return.
2.  Recording fee: Check in the amount of $__ payable to the "Harris County Clerk" for recording fees. This amount has been calculated based on the Harris County Clerk's current fee schedule and reflects the applicable per-page recording charges and any additional filing surcharges.
3.  Self-addressed stamped return envelope (or pre-paid return shipping label) for the return of the recorded original instrument to:
Calderwood & Harkness LLP
Attention: Sophie Tremblay
425 Lexington Avenue New York, New York 10017
Note Regarding Texas Recording Taxes. The State of Texas does not impose a mortgage recording tax, deed recording tax, intangible tax, or documentary stamp tax on the recording of deeds of trust or mortgages. This is in contrast to certain other states, such as New York, Florida, and South Carolina, which impose various forms of recording or intangible taxes on mortgage instruments. Accordingly, no tax payment (other than the standard county clerk recording fee) is required in connection with the recording of the Houston Deed of Trust. This analysis is confirmed in the Hartwell Memorandum dated March 10, 2025, which specifically addresses the absence of Texas-specific intangible or mortgage recording taxes.
E. Specific Filing Instructions
We respectfully request the following with respect to the enclosed filing:
1.  Recording. Please record the enclosed Houston Deed of Trust in the official real property records of Harris County, Texas, maintained by the Harris County Clerk's Office, Real Property Records Division, and assign a county clerk's file number, recording date, and volume/page reference to the recorded instrument.
2.  Texas Property Code Compliance. The enclosed Houston Deed of Trust has been prepared in compliance with the requirements of the Texas Property Code (Tex. Prop. Code Ann. § 13.001 et seq.) and other applicable provisions of Texas law governing the recording of deeds of trust. The instrument has been executed by the authorized representative of the Grantor and contains a proper notarial acknowledgment.
3.  Notarial Acknowledgment — Texas Long-Form Format. The notarial acknowledgment on the enclosed Houston Deed of Trust is in the proper Texas long-form acknowledgment format, as required by the Texas Civil Practice and Remedies Code (Tex. Civ. Prac. & Rem. Code Ann. § 121.004) and as recognized by the Harris County Clerk's Office for recording purposes. The acknowledgment has been taken before a notary public duly commissioned in the state where the acknowledgment was made, and includes the notary's printed name, commission expiration date, and official seal.
4.  Trustee. The Trustee under the Houston Deed of Trust is the individual or entity designated in the instrument as Trustee, in accordance with standard Texas deed of trust practice. The identity of the Trustee is set forth on the first page of the Deed of Trust and in the definitions section thereof. The Trustee serves for the benefit of the Beneficiary (Crescent Harbor Bank, N.A., as Collateral Agent) and has been selected in accordance with the requirements of Chapter 51 of the Texas Property Code governing the exercise of a power of sale.
5.  Beneficiary. The Beneficiary under the Houston Deed of Trust is:
Crescent Harbor Bank, N.A., as Collateral Agent 320 Federal Street Boston, Massachusetts 02110
6.  Return of Recorded Original. Following recording, please return the recorded original instrument to Calderwood & Harkness LLP, Attention: Sophie Tremblay, 425 Lexington Avenue, New York, New York 10017, using the enclosed self-addressed stamped return envelope.
7.  Certified Copies. Please provide __ certified recorded copies of the Houston Deed of Trust in addition to the recorded original. The fee for such certified copies is included in the enclosed recording fee payment.
F. Return and Confirmation
The return, distribution, and confirmation protocol for the Houston Deed of Trust is consistent with the general protocol described in Section I.E above:
1.  Sophie Tremblay will forward copies of the recorded instrument to Crescent Harbor Bank, N.A. (Collateral Agent), to the attention of Elaine Prescott.
2.  Copies will be forwarded to Landmark Title Assurance Company for issuance of the final lender's mortgagee title insurance policy for the Houston Property.
3.  Copies will be forwarded to Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris).
4.  Sophie Tremblay will update the Post-Closing Checklist and Tracker to reflect the recording confirmation information for the Houston Property.
5.  Recording information (county clerk's file number, recording date, volume/page) should be confirmed to Sophie Tremblay at Calderwood & Harkness LLP via email or return correspondence.
We thank you for your assistance with this recording and appreciate your prompt attention to this matter. If you have any questions regarding the enclosed filing package, please do not hesitate to contact Marcus Leung at Calderwood & Harkness LLP.
Very truly yours,
CALDERWOOD & HARKNESS LLP
VI. GENERAL FILING INSTRUCTIONS AND PROCEDURES (APPLICABLE TO ALL FOUR JURISDICTIONS)
A. Pre-Filing Checklist
Prior to the submission of each filing package to the applicable county recording office, the following items must be confirmed by the filing team:
1.  Execution. Confirm that each Mortgage Instrument (or Deed of Trust, in the case of the Houston Property) has been properly executed by the applicable Mortgagor or Grantor entity, with signatures of authorized officers. Execution authority is confirmed by the board of directors' resolutions (in the case of corporate Mortgagors) or manager/member resolutions or consents (in the case of limited liability company Mortgagors), each certified as of March 28, 2025, in connection with the closing of the Credit Facility. Copies of such resolutions are maintained in the Calderwood & Harkness closing binder for Matter No. 1005-00001.
2.  Notarial Acknowledgments. Confirm that each Mortgage Instrument bears proper notarial acknowledgments in the form required by the applicable state. Specific acknowledgment requirements are discussed in Section VI.C below. Illinois and Texas require acknowledgment before a notary public (without a separate witness requirement for recording purposes). South Carolina requires two witnesses, one of whom must be a notary public.
3.  Legal Descriptions. Confirm that the legal descriptions set forth in each Mortgage Instrument (on Exhibit A thereto) match the legal descriptions contained in the title commitments issued by Landmark Title Assurance Company for the applicable property. Any discrepancies between the legal descriptions in the Mortgage Instruments and the title commitments must be resolved before filing, in coordination with Landmark Title and, if necessary, a licensed surveyor.
4.  Return Addresses. Confirm that the return address on each filing package, each recording cover sheet, and each self-addressed return envelope is consistent across all four filings: Calderwood & Harkness LLP, Attention: Sophie Tremblay, 425 Lexington Avenue, New York, New York 10017.
5.  Recording Fees. Confirm that recording fees have been calculated per the current county fee schedules for each of the four counties. Fee calculations should be based on the number of pages in each instrument, plus any applicable per-document charges, surcharges, and certified copy fees. Marcus Leung is responsible for confirming the accuracy of fee calculations prior to issuance of checks.
6.  Tax Forms and Exemption Certificates. Confirm that any required tax forms, exemption certificates, or declarations are included in each filing package. For the Illinois properties, this includes the State of Illinois Real Estate Transfer Declaration (Form PTAX-203) or exemption notation. For the South Carolina property, this includes any required mortgage tax affidavit or recording fee declaration. No tax forms are required for the Texas property.
B. Recording Fee Summary Table
The following table summarizes the estimated recording fees and mortgage recording taxes (if any) for each of the four filing jurisdictions:
All recording fee amounts will be finalized based on the current fee schedules of the applicable county recording offices and the final page counts of the executed Mortgage Instruments. Checks will be drawn on Calderwood & Harkness LLP's trust account and will be made payable to the applicable county office as indicated above.
C. Execution and Acknowledgment Requirements
The following execution and acknowledgment requirements apply to each jurisdiction:
Illinois (Cook County and Winnebago County). Under Illinois law, a mortgage must be signed by the mortgagor and acknowledged before a notary public in order to be eligible for recording. 765 ILCS 5/11; 765 ILCS 5/35. Illinois does not require that the mortgage be witnessed by subscribing witnesses (other than the notary). The notarial acknowledgment must conform to the requirements of the Illinois Notary Public Act (5 ILCS 312/6-101 et seq.) and must include the notary's printed name, commission expiration date, and official seal. The Schaumburg Mortgage and the Rockford Mortgage have each been executed with notarial acknowledgments in proper Illinois form, as reviewed and confirmed by Hargrove & Whitmore LLP.
South Carolina (Greenville County). Under South Carolina law, a mortgage must be signed by the mortgagor and witnessed by two subscribing witnesses, one of whom must be a notary public. S.C. Code Ann. § 30-5-30. This two-witness requirement is a distinctive feature of South Carolina recording law and differs from the requirements of most other states. The Greenville Mortgage has been executed with two subscribing witnesses, one of whom is a notary public who has affixed the appropriate notarial certificate and seal. The notarial acknowledgment conforms to the requirements of the South Carolina Notaries Public and Acknowledgments Act (S.C. Code Ann. § 26-1-10 et seq.).
Texas (Harris County). Under Texas law, a deed of trust must be signed by the grantor and acknowledged before a notary public in order to be eligible for recording. Tex. Prop. Code Ann. § 13.001. Texas does not require subscribing witnesses (other than the notary). The notarial acknowledgment must be in the Texas long-form acknowledgment format as prescribed by the Texas Civil Practice and Remedies Code (Tex. Civ. Prac. & Rem. Code Ann. § 121.004), which requires specific statutory language certifying that the instrument was acknowledged before the notary by the named individual, acting in the stated capacity. The Houston Deed of Trust has been executed with a notarial acknowledgment in proper Texas long-form format.
D. Fixture Filing Considerations
Each of the four Mortgage Instruments (three mortgages and one deed of trust) includes a fixture filing component, which serves to perfect the Collateral Agent's security interest in fixtures located on or affixed to the mortgaged real property. The fixture filing is integrated into the body of each Mortgage Instrument and, when recorded in the applicable county land records office, constitutes an effective fixture filing under the Uniform Commercial Code as adopted in each state.
Illinois Properties (Cook County and Winnebago County). The fixture filing component of the Schaumburg Mortgage and the Rockford Mortgage is effective under 810 ILCS 5/9-502, which provides that a financing statement covering fixtures may be filed in the office designated for the filing or recording of a record of a mortgage on the related real property (i.e., the applicable county recorder's office). Recording of the Schaumburg Mortgage in Cook County and the Rockford Mortgage in Winnebago County will serve as effective fixture filings for the fixtures located at each respective property.
South Carolina Property (Greenville County). The fixture filing component of the Greenville Mortgage is effective under S.C. Code Ann. § 36-9-502, which contains analogous provisions to the Illinois UCC regarding the filing of financing statements covering fixtures in the office where a record of a mortgage on the related real property would be filed (i.e., the Greenville County Register of Deeds).
Texas Property (Harris County). The fixture filing component of the Houston Deed of Trust is effective under Texas Business & Commerce Code § 9.502, which provides that a financing statement covering fixtures is to be filed in the office designated for the filing or recording of a record of a mortgage on the related real property (i.e., the Harris County Clerk's Office).
Coordination with UCC-1 Filings. In addition to the fixture filings that will be effected by recording the Mortgage Instruments, UCC-1 financing statements were filed at the state level for each Loan Party on the Closing Date (March 28, 2025). These state-level UCC-1 filings were made in Delaware (the state of organization for the Borrower and several Guarantors), Illinois, Pennsylvania, South Carolina, Texas, and Michigan, as applicable, to perfect the Collateral Agent's security interest in personal property collateral (including inventory, equipment, accounts, and general intangibles) of the Borrower and the Guarantors. The fixture filings in the Mortgage Instruments are intended to supplement, not replace, the state-level UCC-1 filings and to ensure that the Collateral Agent's security interest in fixtures is perfected in the county real property records as well.
E. Title Insurance Coordination
Landmark Title Assurance Company has issued title insurance commitments for each of the four mortgaged properties. Upon receipt of recording confirmations for each of the Mortgage Instruments, Landmark Title will issue final lender's mortgagee title insurance policies in favor of the Collateral Agent. Each policy will insure the first-priority lien status of the applicable Mortgage Instrument, subject to the standard exceptions and the specific exceptions identified in the applicable title commitment.
Calderwood & Harkness LLP has separately reviewed the title insurance commitments for each property. A Title Insurance Commitment Review Memorandum is being prepared and will be circulated to the deal team under separate cover. That memorandum will identify any Schedule B exceptions that require further diligence, clearance, or affirmative coverage endorsements, and will set forth Calderwood & Harkness LLP's recommendations regarding the acceptability of the title commitments.
To facilitate timely issuance of the final title policies before the April 30, 2025 Post-Closing Deadline, it is critical that recording confirmations and certified copies of the recorded Mortgage Instruments be forwarded to Landmark Title Assurance Company promptly upon receipt from the applicable county recording offices. Sophie Tremblay is responsible for coordinating this distribution.
F. Deadline and Post-Closing Compliance
All Mortgage Instruments must be recorded and all lender's mortgagee title insurance policies must be delivered to Crescent Harbor Bank, N.A. (Collateral Agent) no later than April 30, 2025, per the Credit Agreement's post-closing obligations schedule (Schedule 6.14). Failure to satisfy this post-closing obligation by the stated deadline could constitute a default under the Credit Agreement, subject to any applicable cure or extension provisions.
Sophie Tremblay will update the Post-Closing Checklist and Tracker upon confirmation of each recording. The Post-Closing Checklist and Tracker is maintained by Calderwood & Harkness LLP and is circulated to the deal team on a weekly basis (or more frequently as warranted) to ensure that all post-closing deliverables are being tracked and that any delays or issues are promptly identified and escalated.
Upon completion of all four recordings and receipt of the four lender's mortgagee title insurance policies from Landmark Title Assurance Company, a Post-Closing Certificate — Delivery of Recorded Mortgages and Title Policies will be executed by Nexford Industrial Holdings Inc. (by Priya Mehta, VP, Treasury & Corporate Finance, or another authorized officer) and delivered to the Collateral Agent. The form of Post-Closing Certificate has been agreed upon by the parties and is maintained in the Calderwood & Harkness closing binder.
Marcus Leung and Sophie Tremblay will monitor the status of all four filings on a daily basis and will provide status updates to Claudia Merritt (Responsible Partner), Priya Mehta (Nexford), and Elaine Prescott (Collateral Agent) as appropriate. Any rejection or deficiency notice received from a county recording office will be addressed immediately, with the assistance of Hargrove & Whitmore LLP (for the Illinois filings) and, if necessary, local counsel in South Carolina and Texas.
VII. EXHIBIT A — FORM OF RECORDING COVER SHEET (TEMPLATE)
The following is a generic template for the recording cover sheet to accompany each filing package. This template is adaptable for each county and should be completed with the county-specific information prior to submission. Each county may have its own required cover sheet format; if so, the county-specific form should be used in lieu of this generic template.
RECORDING COVER SHEET
ABOVE SPACE RESERVED FOR RECORDER'S USE
Instructions to Filing Party: Complete all fields above prior to submission. Verify the Tax Parcel ID / PIN against current county assessor records. Confirm the page count of the enclosed instrument and that the recording fee has been correctly calculated based on the applicable county's current fee schedule. Attach this cover sheet to the front of the filing package, behind the cover letter.
VIII. EXHIBIT B — SUMMARY OF MORTGAGE INSTRUMENTS
The following table summarizes each of the four Mortgage Instruments to be recorded in connection with the Credit Facility:
Total Appraised Real Property Collateral: $193,000,000
The aggregate appraised value of the four mortgaged properties represents approximately 13.8% of the total $1,400,000,000 principal amount of the Term Loan B. Additional collateral securing the Credit Facility includes personal property collateral (perfected by UCC-1 financing statements), equity interests in the Borrower's domestic subsidiaries and 65% of the voting equity interests of first-tier foreign subsidiaries (perfected by pledge agreements and delivery of certificated securities), and intellectual property (perfected by filings with the United States Patent and Trademark Office and the United States Copyright Office).
IX. EXHIBIT C — CONTACT LIST FOR FILING COORDINATION
All communications regarding the filing and recording of the Mortgage Instruments should be directed in the first instance to Marcus Leung at Calderwood & Harkness LLP. Time-sensitive questions relating to recording tax calculations should be directed