POST-CLOSING CERTIFICATE
DELIVERY OF RECORDED MORTGAGES AND LENDER'S TITLE INSURANCE POLICIES
April 29, 2025
Crescent Harbor Bank, N.A. as Collateral Agent 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
Reference is made to that certain Credit Agreement, dated as of March 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" or the "Collateral Agent," as applicable), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto. This Post-Closing Certificate (this "Certificate") is delivered by the Borrower to the Collateral Agent pursuant to Section 6.14 (Post-Closing Obligations / Conditions Subsequent) of the Credit Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
1. Recitals
A. The Credit Agreement was entered into as of March 28, 2025, and provides for, among other things, a senior secured Term Loan B facility in the original aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B Facility"), made available by the Lenders to the Borrower on the terms and conditions set forth therein.
B. Pursuant to Section 6.14(a) of the Credit Agreement (Post-Closing Covenants), the Borrower was required to deliver to the Collateral Agent, on or before the date that is thirty (30) days after the Closing Date (i.e., April 30, 2025, with the Closing Date being March 28, 2025) (the "Post-Closing Deadline"), the following items with respect to each Mortgaged Property (as defined in the Credit Agreement):
(a) fully executed and recorded Mortgages, Assignments of Leases and Rents, Security Agreements and Fixture Filings (each, a "Mortgage," and collectively, the "Mortgages") in favor of the Collateral Agent, for the benefit of the Secured Parties, encumbering each Mortgaged Property as a first-priority lien (subject only to Permitted Liens); and
(b) lender's title insurance policies (each, a "Title Policy," and collectively, the "Title Policies") issued by Landmark Title Assurance Company, a nationally recognized title insurance underwriter reasonably acceptable to the Collateral Agent, in favor of the Collateral Agent for the benefit of the Secured Parties, insuring the validity and first-priority status of each Mortgage, together with all endorsements required under the Credit Agreement.
C. The Mortgaged Properties are owned by the following Loan Parties, each of which is a party to the Credit Agreement as either the Borrower or a Subsidiary Guarantor: (i) Nexford Properties, LLC, a Delaware limited liability company and a Subsidiary Guarantor; (ii) Nexford Industrial Holdings Inc., a Delaware corporation and the Borrower; (iii) Nexford Precision Components, Inc., a Delaware corporation and a Subsidiary Guarantor; (iv) Nexford Engineered Systems, LLC, a Delaware limited liability company and a Subsidiary Guarantor; and (v) Ridgepoint Specialty Coatings, LLC, a Delaware limited liability company and a Subsidiary Guarantor, in each case as the record owner of the applicable Mortgaged Property as identified on the schedules to the Credit Agreement and in Section 2 below.
D. The Mortgaged Properties consist of four (4) real properties, as more particularly described in Section 2 below, having an aggregate appraised value of One Hundred Ninety-Three Million Dollars ($193,000,000), as determined by appraisals conducted by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, Lead Appraiser), each such appraisal having been prepared in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Credit Agreement.
E. The Borrower is delivering this Certificate, together with the enclosures identified in Section 6 hereof, to the Collateral Agent in satisfaction of the Borrower's post-closing obligations under Section 6.14(a) of the Credit Agreement.
2. Identification of Mortgaged Properties
The following table sets forth the Mortgaged Properties with respect to which the Recorded Mortgages and Title Policies are being delivered pursuant to this Certificate:
The aggregate appraised value of the four Mortgaged Properties is $193,000,000. Each property was identified as a "Mortgaged Property" on Schedule 6.14(a) to the Credit Agreement and is required to be encumbered by a Mortgage in favor of the Collateral Agent as a condition subsequent to the effectiveness of the Credit Agreement.
3. Certification of Delivery of Recorded Mortgages
The undersigned, Michelle Kaplan, in her capacity as a duly authorized officer (Chief Financial Officer) of Nexford Industrial Holdings Inc., the Borrower under the Credit Agreement, hereby certifies to the Collateral Agent that the following Mortgages have been duly executed by the applicable Loan Party, duly acknowledged (where required by applicable state law), duly recorded in the applicable recording office of the county in which the respective Mortgaged Property is located, and the original recorded counterparts (bearing the applicable recording stamps and document numbers) or certified copies thereof are being delivered to the Collateral Agent concurrently with the delivery of this Certificate. Each Mortgage was prepared in form and substance satisfactory to the Collateral Agent and its counsel, Whitfield & Gage LLP, and secures the Obligations (as defined in the Credit Agreement) under the Credit Agreement and the related Loan Documents.
3.1 Mortgage — Schaumburg, Illinois (Cook County)
Full Title of Instrument: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Mortgagor: Nexford Properties, LLC, a Delaware limited liability company
Mortgagee: Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties
Property Address: 1400 Industrial Parkway, Schaumburg, Illinois 60173
Recording Information: Recorded in the Office of the Cook County, Illinois Recorder of Deeds on April 14, 2025; Document Number 2504142278; recorded in Book 18742 at Page 0431.
Legal Description: As set forth in Exhibit A to the Mortgage and incorporated herein by reference.
Obligations Secured: All Obligations arising under or in connection with the Credit Agreement, the Notes (if any), the Guaranty, and each other Loan Document, as more particularly described in the Mortgage.
3.2 Mortgage — Rockford, Illinois (Winnebago County)
Full Title of Instrument: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Mortgagor: Nexford Precision Components, Inc., a Delaware corporation
Mortgagee: Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties
Property Address: 2750 Commerce Drive, Rockford, Illinois 61101
Recording Information: Recorded in the Office of the Winnebago County, Illinois Recorder of Deeds on April 16, 2025; Document Number R2025-009374; recorded in Book 6281 at Page 0112.
Legal Description: As set forth in Exhibit A to the Mortgage and incorporated herein by reference.
Obligations Secured: All Obligations arising under or in connection with the Credit Agreement, the Notes (if any), the Guaranty, and each other Loan Document, as more particularly described in the Mortgage.
3.3 Mortgage — Greenville, South Carolina (Greenville County)
Full Title of Instrument: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Mortgagor: Nexford Engineered Systems, LLC, a Delaware limited liability company
Mortgagee: Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties
Property Address: 600 Manufacturers Row, Greenville, South Carolina 29607
Recording Information: Recorded in the Office of the Greenville County, South Carolina Register of Deeds on April 15, 2025; Document Number 2025-018265; recorded in Book 4917 at Page 0587.
Legal Description: As set forth in Exhibit A to the Mortgage and incorporated herein by reference.
Obligations Secured: All Obligations arising under or in connection with the Credit Agreement, the Notes (if any), the Guaranty, and each other Loan Document, as more particularly described in the Mortgage.
3.4 Deed of Trust — Houston, Texas (Harris County)
Full Title of Instrument: Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
Note: In accordance with applicable Texas law, the security instrument for the Houston, Texas Mortgaged Property has been prepared in the form of a deed of trust rather than a mortgage.
Grantor: Ridgepoint Specialty Coatings, LLC, a Delaware limited liability company
Trustee: Commonwealth Title Services of Texas, Inc.
Beneficiary: Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties
Property Address: 9100 Westpark Industrial Boulevard, Houston, Texas 77063
Recording Information: Recorded in the Office of the Harris County, Texas County Clerk on April 17, 2025; Document Number RP-2025-0184752; recorded in Film Code Number 019-114-0037 at Page 0001.
Legal Description: As set forth in Exhibit A to the Deed of Trust and incorporated herein by reference.
Obligations Secured: All Obligations arising under or in connection with the Credit Agreement, the Notes (if any), the Guaranty, and each other Loan Document, as more particularly described in the Deed of Trust.
Each of the Mortgages described in Sections 3.1 through 3.4 above has been recorded in the real property records of the applicable county in which the respective Mortgaged Property is located, and the original recorded counterparts of each such Mortgage (bearing the recording stamps, document numbers, and other indicia of recording set forth above) are enclosed herewith as Exhibits A through D to this Certificate.
4. Certification of Delivery of Lender's Title Insurance Policies
The undersigned hereby certifies that the following lender's title insurance policies have been duly issued by Landmark Title Assurance Company and are being delivered to the Collateral Agent concurrently with the delivery of this Certificate. Each Title Policy insures the validity, enforceability, and first-priority status of the applicable Mortgage lien, subject only to Permitted Liens (as defined in the Credit Agreement), and includes all endorsements required by Section 6.14(a) of the Credit Agreement and by the Collateral Agent.
4.1 Title Policy — Schaumburg, Illinois
Title Insurance Underwriter: Landmark Title Assurance Company
Insured: Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties
Policy Number: LTA-2025-IL-0089471
Effective Date: April 14, 2025 (the date of recording of the Mortgage)
Amount of Insurance: $85,000,000.00
Property Insured: 1400 Industrial Parkway, Schaumburg, Illinois 60173, as more particularly described in Schedule A to the Title Policy
Lien Insured: First-priority mortgage lien in favor of the Collateral Agent, subject only to Permitted Liens as set forth in Schedule B-II to the Title Policy, each of which constitutes a Permitted Lien under the Credit Agreement
Endorsements: The following endorsements have been issued and are attached to the Title Policy, as required under the Credit Agreement: ALTA 3.1 (Zoning — Completed Structure), ALTA 5.1 (Planned Unit Development), ALTA 9.2 (Comprehensive — Restrictions, Encroachments, Minerals), ALTA 17.2 (Access and Entry), ALTA 22 (Location), ALTA 25.1 (Same as Survey), ALTA 28.1 (Easement — Damage or Enforced Removal), ALTA 35.1 (Minerals and Other Subsurface Substances — Buildings), Variable Rate Endorsement, Usury Endorsement, and such other endorsements as are customarily required in Cook County, Illinois for commercial mortgage loan transactions of this type
4.2 Title Policy — Rockford, Illinois
Title Insurance Underwriter: Landmark Title Assurance Company
Insured: Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties
Policy Number: LTA-2025-IL-0089483
Effective Date: April 16, 2025 (the date of recording of the Mortgage)
Amount of Insurance: $42,000,000.00
Property Insured: 2750 Commerce Drive, Rockford, Illinois 61101, as more particularly described in Schedule A to the Title Policy
Lien Insured: First-priority mortgage lien in favor of the Collateral Agent, subject only to Permitted Liens as set forth in Schedule B-II to the Title Policy, each of which constitutes a Permitted Lien under the Credit Agreement
Endorsements: The following endorsements have been issued and are attached to the Title Policy, as required under the Credit Agreement: ALTA 3.1 (Zoning — Completed Structure), ALTA 9.2 (Comprehensive — Restrictions, Encroachments, Minerals), ALTA 17.2 (Access and Entry), ALTA 22 (Location), ALTA 25.1 (Same as Survey), ALTA 28.1 (Easement — Damage or Enforced Removal), ALTA 35.1 (Minerals and Other Subsurface Substances — Buildings), Variable Rate Endorsement, Usury Endorsement, and such other endorsements as are customarily required in Winnebago County, Illinois for commercial mortgage loan transactions of this type
4.3 Title Policy — Greenville, South Carolina
Title Insurance Underwriter: Landmark Title Assurance Company
Insured: Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties
Policy Number: LTA-2025-SC-0042617
Effective Date: April 15, 2025 (the date of recording of the Mortgage)
Amount of Insurance: $38,000,000.00
Property Insured: 600 Manufacturers Row, Greenville, South Carolina 29607, as more particularly described in Schedule A to the Title Policy
Lien Insured: First-priority mortgage lien in favor of the Collateral Agent, subject only to Permitted Liens as set forth in Schedule B-II to the Title Policy, each of which constitutes a Permitted Lien under the Credit Agreement
Endorsements: The following endorsements have been issued and are attached to the Title Policy, as required under the Credit Agreement: ALTA 3.1 (Zoning — Completed Structure), ALTA 9.2 (Comprehensive — Restrictions, Encroachments, Minerals), ALTA 17.2 (Access and Entry), ALTA 22 (Location), ALTA 25.1 (Same as Survey), ALTA 28.1 (Easement — Damage or Enforced Removal), ALTA 35.1 (Minerals and Other Subsurface Substances — Buildings), Variable Rate Endorsement, and such other endorsements as are customarily required in Greenville County, South Carolina for commercial mortgage loan transactions of this type
4.4 Title Policy — Houston, Texas
Title Insurance Underwriter: Landmark Title Assurance Company
Insured: Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties
Policy Number: LTA-2025-TX-0071839
Effective Date: April 17, 2025 (the date of recording of the Deed of Trust)
Amount of Insurance: $28,000,000.00
Property Insured: 9100 Westpark Industrial Boulevard, Houston, Texas 77063, as more particularly described in Schedule A to the Title Policy
Lien Insured: First-priority deed of trust lien in favor of the Collateral Agent (as beneficiary), subject only to Permitted Liens as set forth in Schedule B-II to the Title Policy, each of which constitutes a Permitted Lien under the Credit Agreement
Endorsements: The following endorsements have been issued and are attached to the Title Policy, as required under the Credit Agreement and in accordance with Texas Department of Insurance prescribed forms: T-19 (Restrictions, Encroachments, Minerals — Comprehensive Endorsement), T-19.1 (Restrictions, Encroachments, Minerals — Comprehensive Endorsement — Owner's Policy of Title Insurance), T-23 (Access Endorsement), T-28 (Zoning Endorsement), T-33 (Aggregation Endorsement), T-38 (Same as Survey Endorsement), Variable Rate Endorsement, and such other endorsements as are customarily required in Harris County, Texas for commercial deed of trust loan transactions of this type
Each Title Policy has been reviewed by Borrower's counsel, Calderwood & Harkness LLP, and by Agent's counsel, Whitfield & Gage LLP, and the Schedule B-II exceptions in each Title Policy have been confirmed to consist solely of Permitted Liens under the Credit Agreement. The original Title Policies are enclosed herewith as Exhibits E through H to this Certificate.
5. Additional Certifications
5.1 Confirmation of Lien Priority
The undersigned hereby certifies that, to the knowledge of the undersigned (after due inquiry), each Mortgage delivered pursuant to Section 3 of this Certificate constitutes a valid, binding, and enforceable first-priority lien on the applicable Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties, subject only to Permitted Liens as defined in Section 1.01 of the Credit Agreement.
In connection with the foregoing, the undersigned further confirms that all prior liens, mortgages, deeds of trust, and other encumbrances in favor of Atlas Meridian Bank, N.A., in its former capacity as administrative agent and collateral agent under that certain Credit Agreement dated as of June 14, 2019 (as amended through the Fifth Amendment dated as of January 12, 2024), among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (the "Prior Credit Agreement"), have been fully released, discharged, and terminated. The following mortgage releases and satisfactions have been duly recorded in the applicable recording jurisdictions:
(a) Cook County, Illinois — Release of Mortgage by Atlas Meridian Bank, N.A., recorded in the Office of the Cook County Recorder of Deeds on March 28, 2025; Document Number 2503282044.
(b) Winnebago County, Illinois — Release of Mortgage by Atlas Meridian Bank, N.A., recorded in the Office of the Winnebago County Recorder of Deeds on March 28, 2025; Document Number R2025-007218.
(c) Greenville County, South Carolina — Satisfaction and Release of Mortgage by Atlas Meridian Bank, N.A., recorded in the Office of the Greenville County Register of Deeds on March 28, 2025; Document Number 2025-014931.
(d) Harris County, Texas — Release of Deed of Trust by Atlas Meridian Bank, N.A., recorded in the Office of the Harris County, Texas County Clerk on March 28, 2025; Document Number RP-2025-0156483.
Copies of the recorded releases and satisfactions described above are enclosed herewith as Exhibit I to this Certificate.
5.2 Confirmation of Flood Determinations
The undersigned hereby certifies that Standard Flood Hazard Determinations (each, a "Flood Determination") have been obtained for each Mortgaged Property from Federal Flood Certification, Inc. (or another flood determination company reasonably acceptable to the Collateral Agent), as required by Section 6.14(a) of the Credit Agreement and in accordance with the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994, the Biggert-Waters Flood Insurance Reform Act of 2012, and the Homeowner Flood Insurance Affordability Act of 2014, in each case as amended from time to time, and the regulations promulgated thereunder (collectively, "Flood Laws").
Based on the Flood Determinations obtained, the undersigned certifies the following:
(a) 1400 Industrial Parkway, Schaumburg, IL 60173 (Cook County): The property is not located in a Special Flood Hazard Area ("SFHA") as designated by the Federal Emergency Management Agency ("FEMA") on the applicable Flood Insurance Rate Map. FEMA Community Number: 170113; Map Panel Number: 17031C0338J; Map Effective Date: August 19, 2008. Zone Designation: Zone X (Area of Minimal Flood Hazard).
(b) 2750 Commerce Drive, Rockford, IL 61101 (Winnebago County): The property is not located in a SFHA. FEMA Community Number: 170904; Map Panel Number: 17201C0265G; Map Effective Date: January 2, 2009. Zone Designation: Zone X (Area of Minimal Flood Hazard).
(c) 600 Manufacturers Row, Greenville, SC 29607 (Greenville County): The property is not located in a SFHA. FEMA Community Number: 450098; Map Panel Number: 4504300105F; Map Effective Date: September 29, 2017. Zone Designation: Zone X (Area of Minimal Flood Hazard).
(d) 9100 Westpark Industrial Boulevard, Houston, TX 77063 (Harris County): A portion of the improvements located on the property is situated within a SFHA. FEMA Community Number: 480287; Map Panel Number: 48201C0555M; Map Effective Date: January 6, 2023. Zone Designation: Zone AE (1% Annual Chance Floodplain).
With respect to the Houston, Texas Mortgaged Property described in clause (d) above, the undersigned confirms that (i) flood insurance has been obtained from Continental Shield Underwriters, Inc. through the National Flood Insurance Program and/or a private flood insurance policy meeting the requirements of Flood Laws, in the amount required by Section 6.07(b) of the Credit Agreement (not less than the lesser of (A) the outstanding principal balance of the Loans allocable to such property, (B) the maximum amount of flood insurance available under the National Flood Insurance Program with respect to the property, and (C) the replacement cost value of the improvements on such property); (ii) the Collateral Agent has been named as mortgagee, loss payee, and additional insured, as applicable, under such flood insurance policy; and (iii) the applicable Flood Determination and evidence of flood insurance have been previously delivered to the Collateral Agent.
5.3 Confirmation of Insurance Compliance
The undersigned hereby certifies that property and casualty insurance is in full force and effect for each Mortgaged Property, in each case in form, amount, and with insurers meeting the requirements of Section 6.07 (Insurance) of the Credit Agreement. Such insurance has been issued by Continental Shield Underwriters, Inc. and placed through Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive), and includes, without limitation:
(a) all-risk property insurance (including coverage for fire, lightning, windstorm, hail, explosion, and other customary perils) with respect to each Mortgaged Property, in an amount not less than the full insurable replacement cost value of the improvements thereon;
(b) commercial general liability insurance covering the operations conducted at each Mortgaged Property;
(c) business interruption / loss of rents insurance; and
(d) such other insurance as may be required under the Credit Agreement or by the Collateral Agent.
The Collateral Agent has been named as mortgagee and loss payee (under a standard mortgagee clause, New York form, or equivalent) on each such property insurance policy, and the Collateral Agent has been designated as an additional insured on each such liability insurance policy, in each case as required by Section 6.07 of the Credit Agreement. Evidence of such insurance, including certificates of insurance and loss payee endorsements, has been previously delivered to the Collateral Agent.
5.4 No Default
The undersigned hereby certifies that, as of the date hereof, (a) no Event of Default (as defined in Section 8.01 of the Credit Agreement) has occurred and is continuing, (b) no Default (as defined in Section 1.01 of the Credit Agreement) has occurred and is continuing, and (c) the representations and warranties of the Borrower and each other Loan Party set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.
5.5 Satisfaction of Post-Closing Obligation
The undersigned hereby certifies and confirms that the delivery of the Recorded Mortgages and Lender's Title Insurance Policies described in Sections 3 and 4 of this Certificate, together with the additional certifications set forth in this Section 5 and the enclosures listed in Section 6 below, satisfies, in full, the Borrower's post-closing obligation under Section 6.14(a) of the Credit Agreement with respect to the Mortgaged Properties.
This Certificate and the enclosures hereto are being delivered within the required thirty (30) day post-closing period, as follows:
• Closing Date: March 28, 2025
• Post-Closing Deadline: April 30, 2025 (thirty (30) days after the Closing Date, calculated in accordance with Section 1.06 (Computation of Time Periods) of the Credit Agreement)
• Date of this Certificate: April 29, 2025
Accordingly, the post-closing condition set forth in Section 6.14(a) of the Credit Agreement has been timely satisfied. The Borrower respectfully requests that the Collateral Agent acknowledge receipt of this Certificate and the enclosures hereto and confirm the satisfaction of the applicable post-closing obligation.
6. Enclosures / Exhibits
The following documents are enclosed with, and form a part of, this Certificate:
Exhibit A: Recorded Mortgage — Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for 1400 Industrial Parkway, Schaumburg, Illinois 60173 (bearing Cook County, Illinois Recorder of Deeds recording stamp, Document Number 2504142278)
Exhibit B: Recorded Mortgage — Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for 2750 Commerce Drive, Rockford, Illinois 61101 (bearing Winnebago County, Illinois Recorder of Deeds recording stamp, Document Number R2025-009374)
Exhibit C: Recorded Mortgage — Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing for 600 Manufacturers Row, Greenville, South Carolina 29607 (bearing Greenville County, South Carolina Register of Deeds recording stamp, Document Number 2025-018265)
Exhibit D: Recorded Deed of Trust — Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing for 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (bearing Harris County, Texas County Clerk recording stamp, Document Number RP-2025-0184752)
Exhibit E: Lender's Title Insurance Policy — Policy No. LTA-2025-IL-0089471, issued by Landmark Title Assurance Company, for 1400 Industrial Parkway, Schaumburg, Illinois 60173, with all required endorsements
Exhibit F: Lender's Title Insurance Policy — Policy No. LTA-2025-IL-0089483, issued by Landmark Title Assurance Company, for 2750 Commerce Drive, Rockford, Illinois 61101, with all required endorsements
Exhibit G: Lender's Title Insurance Policy — Policy No. LTA-2025-SC-0042617, issued by Landmark Title Assurance Company, for 600 Manufacturers Row, Greenville, South Carolina 29607, with all required endorsements
Exhibit H: Lender's Title Insurance Policy — Policy No. LTA-2025-TX-0071839, issued by Landmark Title Assurance Company, for 9100 Westpark Industrial Boulevard, Houston, Texas 77063, with all required endorsements (including Texas-specific T-19, T-19.1, T-23, T-28, T-33, and T-38 endorsements)
Exhibit I: Evidence of Release/Satisfaction of Prior Atlas Meridian Bank, N.A. Mortgages — Recorded mortgage releases/satisfactions in Cook County, Illinois; Winnebago County, Illinois; Greenville County, South Carolina; and Harris County, Texas
7. Signature
The undersigned has executed this Post-Closing Certificate as of the date first written above and certifies that the statements made herein are true and correct as of the date hereof.
NEXFORD INDUSTRIAL HOLDINGS INC. a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: April 29, 2025
Address:
1400 Industrial Parkway Schaumburg, Illinois 60173 Telephone: (847) 555-3200
Email: mkaplan@nexfordindustrial.com
Alternate Authorized Signatory (if the foregoing officer is unavailable):
By: ________
Name: David Engstrom
Title: General Counsel and Corporate Secretary
Date: ________
8. Acknowledgment of Receipt by Collateral Agent
For use by the Collateral Agent. The Collateral Agent's execution of this acknowledgment confirms receipt of the above-referenced Certificate and the enclosures identified in Section 6, and the Collateral Agent's acknowledgment that the Borrower's post-closing obligation under Section 6.14(a) of the Credit Agreement with respect to the Mortgaged Properties has been satisfied.
CRESCENT HARBOR BANK, N.A. as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director, Leveraged Finance
Date: ________
Address:
320 Federal Street Boston, Massachusetts 02110 Telephone: (617) 555-4800
Email: eprescott@crescentharbor.com
9. Distribution
Copies of this Certificate and the enclosures hereto have been delivered (via overnight courier and electronic transmission) to the following parties:
1. Crescent Harbor Bank, N.A., as Administrative Agent
320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
2. Whitfield & Gage LLP (Agent's Counsel)
51 West 52nd Street New York, New York 10019
Attention: Margaret Ashby, Partner
3. Calderwood & Harkness LLP (Borrower's Counsel)
425 Lexington Avenue New York, New York 10017
Attention: Claudia Merritt, Partner / Marcus Leung, Counsel
4. Kellner Brandt & Associates LLP (Sponsor's Counsel)
900 Third Avenue New York, New York 10022
Attention: Patricia Voss, Partner
Reference: Matter No. 1005-00001
Confidential. This Post-Closing Certificate and the enclosures hereto contain confidential information relating to the credit facilities provided under the Credit Agreement (NIH Credit Agreement — Execution Version, dated March 28, 2025). Distribution of this Certificate and the enclosures hereto is limited to the addressees and copy recipients identified herein and to the parties to the Credit Agreement and their respective counsel, in each case in accordance with the confidentiality provisions of the Credit Agreement. This Certificate is not subject to attorney-client privilege.
| No. | Description | Address | County / State of Recording | Record Owner / Mortgagor | Appraised Value | Mortgage Instrument Type |
| 1 | Corporate Headquarters and Primary Manufacturing Facility | 1400 Industrial Parkway, Schaumburg, IL 60173 | Cook County, Illinois | Nexford Properties, LLC | $85,000,000 | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing |
| 2 | Precision Components Manufacturing Plant | 2750 Commerce Drive, Rockford, IL 61101 | Winnebago County, Illinois | Nexford Precision Components, Inc. | $42,000,000 | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing |
| 3 | Engineered Systems Manufacturing Plant | 600 Manufacturers Row, Greenville, SC 29607 | Greenville County, South Carolina | Nexford Engineered Systems, LLC | $38,000,000 | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing |
| 4 | Coatings and Surface Technologies Facility | 9100 Westpark Industrial Boulevard, Houston, TX 77063 | Harris County, Texas | Ridgepoint Specialty Coatings, LLC | $28,000,000 | Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing |