1005-00001 · Nexford Industrial Holdings · Post-Closing

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Claudia Merritt, Partner; Ian Blackwood, Partner

FROM: Marcus Leung, Lead Associate; Sophie Tremblay, Associate

DATE: April 14, 2025

RE: Review of Title Insurance Commitments Issued by Landmark Title Assurance Company — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B

Matter No.: 1005-00001

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

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I. EXECUTIVE SUMMARY

This memorandum summarizes Calderwood & Harkness LLP's review of four title insurance commitments issued by Landmark Title Assurance Company ("Landmark Title" or the "Title Company") in connection with the mortgages to be granted on real property collateral securing the $1,400,000,000 senior secured Term Loan B facility (the "Credit Facility") governed by that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A. ("Crescent Harbor"), as Administrative Agent and Collateral Agent (in such capacity, the "Collateral Agent"), and the Lenders party thereto (collectively, the "Lenders").

The mortgages securing the Credit Facility are post-closing deliverables required under Section 6.14 of the Credit Agreement, with a deadline for delivery of recorded mortgages and lender's title insurance policies of April 30, 2025 (the "Post-Closing Deadline"). Time is of the essence with respect to this deliverable, as failure to satisfy the post-closing mortgage requirements within the prescribed period would constitute a Default under Section 8.01(d) of the Credit Agreement, subject to applicable cure periods.

The four title insurance commitments under review cover the four owned real properties of the Borrower and its subsidiaries with appraised fair market values exceeding the $10,000,000 threshold set forth in Section 4.1(c) of the Security and Pledge Agreement dated as of March 28, 2025 (the "Security Agreement"). The four properties have a total aggregate appraised value of $193,000,000, based upon appraisals conducted by Greystone Valuation Services, Inc. ("Greystone"), under the direction of Daniel Pritchard, MAI, lead appraiser, each dated as of January 2025 and delivered to the Collateral Agent in connection with the closing of the Credit Facility.

Each commitment has been reviewed by our team for the following:

(a) accuracy of the legal description and chain of title vesting;

(b) Schedule B-I requirements (conditions precedent to issuance of the lender's policy);

(d) adequacy of the proposed endorsement package in light of the Collateral Agent's requirements; and

(e) compliance with the requirements of the Credit Agreement, the Security Agreement, and the Collateral Agent's title requirements letter dated March 15, 2025, issued by Whitfield & Gage LLP ("Whitfield & Gage") on behalf of Crescent Harbor (the "Title Requirements Letter").

Landmark Title Assurance Company serves as the title insurance underwriter for all four properties. Each commitment proposes issuance of an ALTA Lender's Policy (2006 form, with current amendments) in favor of the Collateral Agent for the benefit of the Secured Parties under the Credit Agreement.

Overall Assessment. All four commitments are in substantially acceptable form, subject to the satisfaction of enumerated Schedule B-I requirements and the removal or endorsement-over of certain standard and special exceptions as discussed in detail herein. No title defect has been identified that, in our judgment, would preclude the delivery of the required lender's title insurance policies by the Post-Closing Deadline. However, several action items remain outstanding and must be completed on an expedited basis prior to April 30, 2025. In particular, (i) the vesting of title at the Houston property requires clarification as between two Nexford subsidiary entities, (ii) a potential mineral rights exception at the Houston property must be investigated and addressed through endorsement, (iii) the availability of certain endorsements under South Carolina law must be confirmed with Landmark Title, and (iv) recorded releases of the prior Atlas Meridian Bank, N.A. mortgages must be obtained and delivered to the Title Company for each property.

We recommend that this memorandum be circulated to Claudia Merritt and Ian Blackwood for review and approval, and that following such approval, the outstanding action items identified herein be communicated promptly to Nexford's in-house legal and treasury teams, to the Collateral Agent's counsel at Whitfield & Gage, and to Landmark Title.

II. BACKGROUND AND TRANSACTION CONTEXT

A. The Credit Facility and Collateral Package

On March 28, 2025, the Borrower and its subsidiaries entered into the Credit Agreement providing for a $1,400,000,000 senior secured Term Loan B facility. Crescent Harbor Bank, N.A. serves as Administrative Agent and Collateral Agent under the Credit Agreement. The Credit Facility refinanced existing indebtedness of the Borrower, including the prior term loan facility with Atlas Meridian Bank, N.A. ("Atlas Meridian"), and provides incremental capital to support the Borrower's ongoing capital expenditure program and general corporate purposes. The Credit Facility bears interest at a rate per annum equal to Adjusted Term SOFR plus an applicable margin of 3.25%, with a 0.75% SOFR floor. The stated maturity date of the Credit Facility is March 28, 2032.

The collateral securing the Credit Facility consists of a first-priority security interest in substantially all assets of the Borrower and each Guarantor (subject to customary exceptions), including:

(i) all personal property of the Borrower and each Guarantor, as set forth in the Security Agreement;

(ii) all outstanding equity interests in each direct domestic subsidiary of the Borrower and each Guarantor, and 65% of the outstanding voting equity interests and 100% of the outstanding non-voting equity interests in each first-tier foreign subsidiary;

(iii) all owned real property of the Borrower and each Guarantor having an appraised fair market value in excess of $10,000,000 per parcel, to be encumbered by a first-priority mortgage lien in favor of the Collateral Agent; and

(iv) all proceeds of the foregoing.

The mortgage liens on owned real property are structured as post-closing deliverables rather than closing-date deliverables. Pursuant to Section 6.14 of the Credit Agreement, the Borrower is required to deliver, no later than thirty (30) days following the Closing Date (i.e., by April 30, 2025, calculated from the March 28, 2025 closing), the following with respect to each owned real property exceeding the $10,000,000 threshold:

(a) a Mortgage, duly executed by the applicable Grantor, in form and substance reasonably satisfactory to the Collateral Agent;

(b) evidence of the recording of such Mortgage in the applicable county recording office;

(c) a lender's title insurance policy (or marked-up title insurance commitment acceptable to the Collateral Agent) issued by a nationally recognized title insurance company, insuring the lien of such Mortgage as a first-priority lien on the applicable real property, in an amount equal to the appraised fair market value of such property, subject only to Permitted Liens, and containing such endorsements as the Collateral Agent may reasonably require;

(d) a current ALTA/NSPS survey of such property, certified to the Collateral Agent and the title insurance company, or, if acceptable to the Collateral Agent, a surveyor's affidavit or no-change affidavit with respect to an existing survey; and

(e) such other documents, instruments, and certificates as the Collateral Agent or its counsel may reasonably request in connection with the granting and perfection of mortgage liens on such properties.

B. Mortgaged Properties Overview

Four owned real properties meet the $10,000,000 fair market value threshold under the Security Agreement. The following table summarizes the key identification details for each property:

The aggregate appraised value of the four properties is $193,000,000. Each appraisal was conducted by Greystone Valuation Services, Inc. under the direction of Daniel Pritchard, MAI, and reflects an "as-is" fair market value determination as of January 2025. The appraisals were delivered to the Collateral Agent and its counsel in connection with the closing of the Credit Facility, and copies are maintained in the closing binder for the transaction.

Each of the four properties will be encumbered by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (or, in the case of the Houston, Texas property, a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing) in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. The mortgage instruments grant a first-priority lien on fee simple title to each property, together with all improvements, fixtures, and appurtenances thereto, all rents, issues, and profits thereof, and all proceeds of the foregoing.

C. Coordination with Other Workstreams

The title insurance commitment review described in this memorandum is one component of a broader post-closing workstream involving multiple parties and parallel deliverables. The key coordination points are summarized below.

Mortgage Preparation. The mortgage instruments for all four properties have been prepared by Calderwood & Harkness LLP. For the two Illinois properties (Schaumburg and Rockford), we have coordinated with Hargrove & Whitmore LLP, our Illinois local counsel, under the direction of Robert Kimura, lead partner. Hargrove & Whitmore has reviewed the mortgage forms for compliance with Illinois statutory requirements, including the Illinois Mortgage Act (765 ILCS 5/11), Cook County and Winnebago County recording requirements, and applicable Illinois mortgage recording tax provisions. For the South Carolina property (Greenville), Calderwood & Harkness has prepared the mortgage directly, drawing on our firm's South Carolina real estate practice capabilities. For the Texas property (Houston), we have prepared a deed of trust form in compliance with the Texas Property Code and Harris County recording requirements. Draft mortgage instruments were circulated to Whitfield & Gage LLP (Margaret Ashby, lead partner) on April 7, 2025, and comments were received on April 11, 2025. We are in the process of finalizing the mortgage instruments based on those comments.

Environmental Diligence. Phase I Environmental Site Assessments for all four properties were conducted by Clearwater Environmental Sciences, Inc. ("Clearwater") under the direction of Dr. Nathan Foley, project manager, in accordance with ASTM Standard E1527-21. The Phase I ESA reports are summarized in a separate Calderwood & Harkness memorandum dated February 22, 2025. No Recognized Environmental Conditions (RECs) were identified at the Schaumburg, Rockford, or Greenville properties. The Houston property Phase I ESA identified a historical Recognized Environmental Condition relating to prior petroleum storage operations on an adjacent parcel; however, Clearwater concluded that no further investigation was warranted at this time with respect to the subject property. A controlled Recognized Environmental Condition (CREC) was noted in connection with a prior voluntary cleanup completed under the Texas Commission on Environmental Quality (TCEQ) Voluntary Cleanup Program, and a certificate of completion was issued by TCEQ in 2019. None of the Phase I ESA findings are expected to adversely affect the title insurance commitments or the insurability of the properties under the lender's policies.

Appraisals. As noted above, appraisals for all four properties were conducted by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI). The appraised values are consistent with the policy amounts reflected in the title insurance commitments. A summary of the Greystone appraisals is attached hereto as Appendix F.

Insurance Program. The property and casualty insurance program for the Borrower and its subsidiaries has been reviewed separately with input from Vantage Risk Advisors, LLC ("Vantage Risk"), under the direction of Rachel Sorensen, account executive. Property and casualty coverage has been placed with Continental Shield Underwriters, Inc., and evidence of insurance naming the Collateral Agent as mortgagee and additional insured has been delivered to Whitfield & Gage. Flood insurance requirements are discussed in connection with the Houston property in Section IV.D below.

Tax Analysis. State and local tax implications of mortgage recording have been analyzed by Sylvia Hartwell, Senior Tax Counsel at Calderwood & Harkness, in her tax memorandum dated March 10, 2025. That memorandum addresses mortgage recording taxes applicable in Illinois (both state-level and county-level), the South Carolina mortgage recording fee, and the absence of a mortgage recording tax in Texas. We have cross-referenced Sylvia Hartwell's analysis in the property-specific sections below and in the premium and cost estimate discussion in Section VI. A cross-reference summary is attached hereto as Appendix G.

III. GENERAL STANDARDS AND REQUIREMENTS APPLICABLE TO ALL COMMITMENTS

A. Lender's Policy Form

Each of the four title insurance commitments proposes issuance of an ALTA Lender's Policy (2006 form, as amended) in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement. The ALTA Lender's Policy (2006 form) is the current industry-standard form for institutional lender's title insurance and is the form specified in the Title Requirements Letter. We have confirmed that Landmark Title Assurance Company is authorized to issue lender's title insurance policies in each of the three states in which the mortgaged properties are located — Illinois, South Carolina, and Texas — and that Landmark Title holds current title insurance agent or underwriter licenses in each such jurisdiction.

Consistent with the requirements of Section 6.14(c) of the Credit Agreement, the policy amount for each property is to equal the appraised fair market value of such property as determined by the Greystone appraisals. The proposed policy amounts are as follows: Schaumburg — $85,000,000; Rockford — $42,000,000; Greenville — $38,000,000; Houston — $28,000,000. These amounts have been confirmed as acceptable by the Collateral Agent's counsel at Whitfield & Gage.

B. Insured. The named insured under each lender's policy is Crescent Harbor Bank, N.A., as Collateral Agent, with its principal office at 320 Federal Street, Boston, Massachusetts 02110. Confirmation is needed from Landmark Title that the policy, in accordance with the terms of the ALTA Lender's Policy (2006 form) and applicable endorsements, extends coverage to the successors and assigns of the Collateral Agent and to all Secured Parties under the Credit Agreement who are intended beneficiaries of the Collateral Agent's security interest. The ALTA Lender's Policy (2006 form) generally provides that coverage inures to the benefit of successors to the insured by operation of law and to assignees of the insured mortgage, but we should confirm that this standard coverage is not limited or modified by any special condition or exception in the commitments. Additionally, the Title Requirements Letter requests that the policies include language confirming coverage for the benefit of all holders of "Obligations" as defined in the Credit Agreement, including any assignees of loans or commitments under the Credit Agreement. We have requested confirmation from Landmark Title on this point and are awaiting a response.

C. Standard Requirements Across All Commitments (Schedule B-I)

Each of the four commitments contains a Schedule B-I setting forth requirements that must be satisfied as conditions precedent to the issuance of the lender's policy. The following requirements appear in substantially similar form across all four commitments, with property-specific and state-specific variations noted in the property-specific sections of this memorandum (Section IV):

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

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

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

4. Evidence of Entity Authority. Delivery of evidence of the authority of the grantor entity to execute and deliver the mortgage, including: (a) certified copies of organizational documents (certificate of formation or certificate of incorporation, as applicable); (b) operating agreement or bylaws, as applicable; (c) resolutions of the governing body (board of directors, managers, or members, as applicable) authorizing the execution, delivery, and recording of the mortgage; and (d) certificates of good standing from the state of organization and the state in which the property is located (if different from the state of organization and the entity is qualified to do business as a foreign entity in such state). We note that these documents were certified at the closing of the Credit Facility on March 28, 2025, and copies are available in the closing binder maintained by Calderwood & Harkness. Updated good standing certificates should be obtained to the extent the closing-date certificates are more than thirty (30) days old at the time of recording. Sophie Tremblay is coordinating the ordering of updated good standing certificates from Hollowell Technologies.

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

6. ALTA/NSPS Survey. Delivery of a satisfactory ALTA/NSPS land title survey for each property, prepared by a licensed surveyor and certified to both Landmark Title Assurance Company and Crescent Harbor Bank, N.A., as Collateral Agent. In the alternative, if the Collateral Agent and the Title Company agree to rely on an existing survey, delivery of a surveyor's affidavit or no-change affidavit confirming that no changes have been made to the property since the date of the existing survey. We are currently coordinating with Nexford's facilities management team (David Engstrom, VP of Engineering & Facilities) and with Greystone Valuation Services regarding the availability and currency of existing surveys for each property. Updated surveys have been ordered for the Schaumburg and Houston properties, where recent capital improvements may have altered site conditions. No-change affidavits are being prepared for the Rockford and Greenville properties, where no material changes to the properties have occurred since the last survey date.

7. UCC Searches. Delivery of UCC search results confirming no prior liens on fixtures at each property, or delivery of UCC-3 Termination Statements or subordination agreements with respect to any such filings. We note that all UCC-1 financing statements in favor of Atlas Meridian Bank, N.A. (the prior collateral agent under the refinanced credit facility) were required to be terminated at or promptly following the closing of the Credit Facility. UCC-3 Termination Statements were filed on March 31, 2025, in the following jurisdictions: Delaware (Secretary of State), Illinois (Secretary of State), Pennsylvania (Department of State), South Carolina (Secretary of State), Texas (Secretary of State), and Michigan (Department of State). Copies of the filed UCC-3 Termination Statements have been provided to Landmark Title. We should confirm with Landmark Title that the Title Company has received and reviewed such filings and is satisfied that all prior UCC fixture filings in favor of Atlas Meridian have been effectively terminated.

8. Tax Certificates. Delivery of tax certificates from the applicable county tax assessor or collector confirming the current status of real property taxes on each property, including confirmation that there are no delinquent or unpaid real property taxes, special assessments, or other charges constituting a lien on the property. Tax certificates have been ordered from each applicable county and are expected to be received by April 21, 2025.

D. Standard Exceptions to Be Removed or Endorsed Over

Each commitment contains standard printed exceptions that appear in the Schedule B-II (exceptions from coverage) of the commitment. Consistent with customary practice for lender's title insurance policies and as required by the Title Requirements Letter, the following standard exceptions should be deleted or modified prior to issuance of the final lender's policy:

1. Rights of Parties in Possession. The standard exception for rights or claims of parties in possession not shown by the public records should be deleted upon delivery of (a) a current ALTA/NSPS survey showing the boundaries of the property, all improvements, and any evidence of possession, and (b) a borrower's affidavit confirming that no party other than the fee owner (and any tenants under recorded leases, if applicable) is in possession of the property and that no unrecorded leases, adverse possession claims, or boundary disputes exist. Alternatively, this exception may be addressed through an appropriate endorsement. We have requested deletion of this exception for all four properties and are awaiting confirmation from Landmark Title.

2. Unfiled Mechanic's Liens. The standard exception for mechanic's liens or materialmen's liens that may not yet have been filed of record should be deleted or endorsed over upon delivery of a lien waiver affidavit and/or indemnity from the property owner confirming that no construction, alterations, repairs, or improvements have been performed on the property within the applicable statutory lien period (or, if work has been performed, that all contractors and materialmen have been paid in full and no lien claims are outstanding). This is a potentially significant issue for properties where recent capital improvements have been undertaken. As noted below, Nexford reported approximately $78,000,000 in last-twelve-month capital expenditures across all of its facilities, and we must confirm the allocation of such expenditures to each of the four mortgaged properties and whether any work remains in progress at any property.

3. Survey Matters. The standard exception for matters that would be disclosed by an accurate survey of the property should be addressed by delivery of a current ALTA/NSPS survey meeting Table A requirements (including optional items as specified in the Title Requirements Letter). Upon receipt of a satisfactory survey, Landmark Title should delete the general survey exception and replace it, if necessary, with specific survey-related exceptions based on the matters shown on the survey. The ALTA 25 (Same as Survey) endorsement should also be obtained for each property.

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

E. Required Endorsements (All Properties)

The Title Requirements Letter specifies a comprehensive endorsement package to be obtained in connection with each lender's policy. In addition, Calderwood & Harkness has identified certain additional endorsements that are advisable for the protection of the Collateral Agent and the Secured Parties. The following endorsements have been requested for each property, subject to availability under applicable state law:

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

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

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

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

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

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

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

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

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

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

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

12. Usury Endorsement: Where applicable, provides coverage against loss arising from the invalidity or unenforceability of the insured mortgage due to a violation of applicable usury laws. The relevance and availability of this endorsement vary by state.

Note on Endorsement Availability. Endorsement availability varies by state. While Illinois generally recognizes the full range of ALTA endorsements, South Carolina and Texas have specific form requirements and limitations that may affect the availability of certain endorsements. South Carolina endorsement limitations are discussed in Section IV.C.4 below. Texas utilizes its own promulgated endorsement forms (commonly referred to as "T-forms"), and the Texas equivalents of the ALTA endorsements are discussed in Section IV.D.4 below. We are coordinating with Landmark Title to confirm the availability of each requested endorsement in each applicable jurisdiction.

IV. PROPERTY-SPECIFIC COMMITMENT REVIEWS

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

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

The grantor and vested owner of the Schaumburg property is Nexford Properties, LLC, a Delaware limited liability company. Nexford Properties, LLC is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Credit Agreement. Fee simple title to the property is vested in Nexford Properties, LLC by virtue of a Special Warranty Deed recorded in the Office of the Cook County Recorder of Deeds on June 15, 2018, as Document No. 1817349852.

The property is legally described in the commitment as Lot 14, Block 3 of the Industrial Parkway Subdivision, being a subdivision of part of the Northwest Quarter of Section 22, Township 41 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois, according to the plat thereof recorded September 12, 1985, as Document No. 85439217. The legal description in the commitment should be confirmed against (a) the current vesting deed, (b) the ALTA/NSPS survey, and (c) the legal description to be included in the mortgage instrument. Any discrepancies must be resolved prior to recording.

The recording jurisdiction for this property is the Cook County, Illinois Recorder of Deeds.

2. Schedule B-I Requirements (Conditions to Policy Issuance). The Schedule B-I of Commitment No. LTA-2025-00471 sets forth the following requirements as conditions to the issuance of the lender's policy:

(a) Execution and Recording of Mortgage. Execution and recording of the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Nexford Properties, LLC, as grantor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the applicable recording office. The mortgage must be in form satisfactory to the Title Company and must contain a proper legal description of the property. The mortgage form has been prepared by Calderwood & Harkness with input from Hargrove & Whitmore LLP and is being finalized based on comments received from Whitfield & Gage LLP on April 11, 2025.

(b) Payment of Mortgage Recording Taxes. Payment of all applicable Cook County mortgage recording tax and Illinois state mortgage recording tax. The Illinois mortgage recording tax is imposed under the Illinois Mortgage Tax Act (35 ILCS 5/31-45), and the Cook County mortgage tax is imposed as a supplemental county recording fee. Pursuant to Sylvia Hartwell's tax memorandum dated March 10, 2025, the aggregate recording taxes for the Schaumburg mortgage are estimated at approximately $212,500, consisting of the state mortgage recording tax (calculated at $0.25 per $100 of indebtedness secured) and applicable Cook County fees. The precise amount will depend on the face amount of the mortgage as recorded and any available exemptions. We recommend that the final mortgage recording tax calculation be confirmed with Hargrove & Whitmore and with the Cook County Recorder's office prior to recording.

(c) Evidence of Entity Authority. Delivery of the following evidence of entity authority for Nexford Properties, LLC: (i) certified copy of the Certificate of Formation of Nexford Properties, LLC, as filed with the Delaware Secretary of State; (ii) certified copy of the Limited Liability Company Agreement of Nexford Properties, LLC (or relevant excerpts thereof); (iii) certified copy of the resolution of the manager(s) or member(s) of Nexford Properties, LLC authorizing the execution, delivery, and recording of the mortgage; (iv) certificate of good standing for Nexford Properties, LLC from the Delaware Secretary of State (current within thirty (30) days of recording); and (v) certificate of good standing or certificate of authority for Nexford Properties, LLC from the Illinois Secretary of State, confirming that the entity is qualified to transact business in Illinois as a foreign limited liability company. As noted in Section III.C above, these documents were certified at closing on March 28, 2025; however, updated good standing certificates should be obtained to ensure currency as of the date of recording.

(d) ALTA/NSPS Survey. Delivery of an updated ALTA/NSPS land title survey of the property, certified to Landmark Title Assurance Company and Crescent Harbor Bank, N.A., as Collateral Agent. Alternatively, if an existing survey is acceptable to the Title Company and the Collateral Agent, delivery of a no-change affidavit from the surveyor or from an authorized representative of the property owner. An updated survey has been ordered for the Schaumburg property due to recent capital improvements at the facility (including the expansion of a manufacturing wing completed in the fourth quarter of 2024). The survey is being prepared by Meridian Land Surveying, LLC, and is expected to be completed by April 18, 2025.

(e) Title Search Update / Gap Search. The Title Company requires a title search update or "gap search" to cover the period from the effective date of the commitment through the date of recording of the mortgage, to ensure that no intervening liens, encumbrances, or conveyances have been recorded against the property. This is a standard requirement and will be performed by Landmark Title as part of its closing procedures.

(f) Mechanic's Lien Affidavit / No-Improvement Affidavit. Delivery of an affidavit from Nexford Properties, LLC confirming whether any construction, alterations, repairs, or improvements have been performed on the property within the preceding six (6) months (the Illinois mechanic's lien filing period under 770 ILCS 60/7). Nexford's capital expenditure program is significant — the Borrower reported approximately $78,000,000 in last-twelve-month capital expenditures across all of its facilities. We must confirm with Nexford's facilities management team (David Engstrom, VP of Engineering & Facilities) the allocation of such expenditures to the Schaumburg property and whether any construction or improvement work is currently ongoing or has been completed within the mechanic's lien filing period. If work has been performed, sworn contractor's lien waivers and proof of payment may be required by the Title Company in lieu of, or in addition to, the no-improvement affidavit.

(g) Tax Certificates. Delivery of tax certificates from the Cook County Treasurer and the Cook County Clerk confirming current payment of all real property taxes, special assessments, and other charges with respect to the property, with no delinquencies outstanding. Tax certificates have been ordered and are expected to be received by April 21, 2025.

3. Schedule B-II Exceptions (Exceptions from Coverage). The Schedule B-II of Commitment No. LTA-2025-00471 lists the following exceptions from coverage. Each exception is analyzed below:

Exception 1: General Real Estate Taxes. "General real estate taxes for the year 2025 and subsequent years, not yet due and payable." This is a standard exception that appears in all title insurance commitments and policies. It is acceptable as a remaining exception in the lender's policy, provided that the tax certificates confirm that all taxes for prior years have been paid and no delinquencies exist. We will confirm this upon receipt of the Cook County tax certificates.

Exception 2: Easements, Covenants, Conditions, and Restrictions of Record. This exception references several specific recorded instruments affecting the property, including: (i) a Declaration of Covenants, Conditions, and Restrictions for the Industrial Parkway Subdivision, recorded as Document No. 85439330, which imposes certain restrictions on use, building setbacks, and maintenance obligations common to industrial park developments; and (ii) a reciprocal easement agreement for shared access drives and utility infrastructure, recorded as Document No. 87523101. We have reviewed the referenced instruments and note the following: The Declaration of CC&Rs restricts the use of lots within the Industrial Parkway Subdivision to industrial, manufacturing, and ancillary office uses, which is consistent with the current use of the property as Nexford's headquarters and primary manufacturing facility. The CC&Rs do not contain any restrictions that would materially impair the use or value of the property for its intended purpose. The reciprocal easement agreement provides for shared access to certain internal roadways and common utility infrastructure within the subdivision, which is typical for industrial park developments and is beneficial to the property rather than burdensome. Neither instrument contains any provisions that would restrict the granting of a mortgage lien. This exception is acceptable as a remaining exception in the lender's policy and should be covered by the ALTA 9.3 endorsement.

Exception 3: Utility Easement. "Easement in favor of Marlowe Holdings (n/k/a Crestline Corporation) for electric transmission lines and appurtenant facilities, as recorded in Cook County as Document No. 72185433, affecting the northerly 25 feet of the subject property." We have reviewed the referenced easement instrument. The easement area is located along the northern boundary of the property and does not encumber any of the principal improvements or structures on the property, as confirmed by a preliminary review of the existing survey. The easement is a standard utility easement and is not expected to materially affect the use, value, or insurability of the property. This exception is acceptable as a remaining exception in the lender's policy. The ALTA 28/28.1 (Easement — Damage or Enforced Removal) endorsement should be obtained to provide additional coverage against loss arising from the exercise of this easement right.

Exception 4: Existing Mortgage — Atlas Meridian Bank, N.A. "Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 12, 2019, executed by Nexford Properties, LLC in favor of Atlas Meridian Bank, N.A., as Collateral Agent, in the original principal amount of $1,200,000,000, recorded in Cook County as Document No. 1923871054." This exception must be removed prior to or simultaneously with the recording of the new mortgage in favor of Crescent Harbor. The existing Atlas Meridian mortgage secured the prior term loan facility that was refinanced with the proceeds of the Credit Facility. The aggregate payoff to Atlas Meridian in the amount of $879,375,000 was funded at the closing of the Credit Facility on March 28, 2025, and a lien release authorization letter dated March 27, 2025, executed by Sandra Vickers, Senior Vice President of Atlas Meridian Bank, N.A., was delivered at closing. The lien release authorization letter authorizes Landmark Title (or such other title company as may be designated) to record a release of the Atlas Meridian mortgage upon confirmation of receipt of the payoff funds. We must confirm that (a) Landmark Title has received a copy of the lien release authorization letter and the payoff confirmation, and (b) a Release of Mortgage (or Satisfaction of Mortgage) has been prepared and is ready for recording, or has already been recorded. If the release has not yet been recorded, this should be treated as a high-priority action item. The lender's policy cannot be issued with this exception in place, and the new mortgage cannot be insured as a first-priority lien until the Atlas Meridian mortgage is released of record.

Exception 5: UCC Fixture Filings — Atlas Meridian Bank, N.A. "UCC Financing Statement (Fixture Filing) filed in Cook County as Document No. 1923871088, naming Nexford Properties, LLC as debtor and Atlas Meridian Bank, N.A. as secured party." This exception relates to the UCC-1 fixture filing recorded in connection with the prior Atlas Meridian mortgage. As noted in Section III.C above, UCC-3 Termination Statements were filed on March 31, 2025, terminating all UCC-1 financing statements in favor of Atlas Meridian, including the fixture filing referenced in this exception. We must confirm that Landmark Title has received evidence of the UCC-3 Termination Statement filing and will remove this exception from the final policy. This exception should be deleted upon confirmation of the UCC-3 filing.

Exception 6: Survey Matters. "Any facts, rights, interests, or claims that would be shown by an accurate and complete survey of the subject property." This is a standard exception that should be deleted upon delivery of the updated ALTA/NSPS survey ordered for the Schaumburg property. Upon receipt and review of the survey, the Title Company may replace this general exception with specific exceptions for matters shown on the survey (such as specific easements, encroachments, or boundary discrepancies), which will then be evaluated individually. The ALTA 25 (Same as Survey) endorsement should be issued in connection with the deletion of this general exception.

Exception 7: Rights of Tenants or Parties in Possession. "Rights or claims of parties in possession not shown by the public records." Nexford Properties, LLC is the operating property company for the Schaumburg headquarters and manufacturing facility. Based on our review of the Borrower's organizational structure and the representations made in the Credit Agreement, Nexford Properties, LLC occupies the property as owner-operator and there are no third-party tenants in possession. We should confirm with Nexford (David Engstrom or Priya Mehta) that no third-party leases, licenses, or occupancy agreements are in effect with respect to the Schaumburg property. If the property is entirely owner-occupied, the borrower's affidavit (discussed above) should be sufficient to support the deletion of this exception. If any third-party tenants are in possession under recorded or unrecorded leases, the leases should be identified and, if required by the Title Requirements Letter, subordination, non-disturbance, and attornment agreements ("SNDAs") should be obtained from such tenants.

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

• The ALTA 3.1 (Zoning — Improved Land) endorsement is available in Illinois. Landmark Title has been requested to confirm the applicable zoning classification for the property (Village of Schaumburg zoning ordinance, Industrial District designation) and to confirm that the current manufacturing and office use is a permitted use under such classification.

• The Environmental Protection Lien endorsement is available in Illinois and has been requested. Illinois recognizes environmental liens under both federal law (CERCLA, 42 U.S.C. § 9607) and state law (Illinois Environmental Protection Act, 415 ILCS 5/57.13), and the endorsement provides coverage against loss arising from the priority of such liens.

• All other endorsements, including the Variable Rate, Future Advance, and ALTA 35 (Minerals) endorsements, are available and have been requested.

We note that the mortgage form and recording package for the Schaumburg property must comply with all Cook County Recorder of Deeds requirements, including format, margin, and font-size specifications. Calderwood & Harkness should confirm with Hargrove & Whitmore LLP (Robert Kimura) that the final mortgage instrument meets these requirements prior to submission for recording.

5. Action Items — Schaumburg Property. The following action items must be completed prior to the Post-Closing Deadline with respect to the Schaumburg property:

• [ ] Obtain and deliver updated ALTA/NSPS survey from Meridian Land Surveying, LLC, certified to Landmark Title and Crescent Harbor (Target: April 18, 2025).

• [ ] Deliver entity authority documents for Nexford Properties, LLC to Landmark Title, including updated good standing certificates from Delaware and Illinois (Target: April 16, 2025).

• [ ] Confirm payoff and lien release of Atlas Meridian mortgage; obtain and deliver recorded Release of Mortgage from Cook County Recorder of Deeds (Target: April 18, 2025).

• [ ] Confirm termination of UCC fixture filing in favor of Atlas Meridian and deliver evidence of UCC-3 filing to Landmark Title (Target: April 16, 2025).

• [ ] Deliver mechanic's lien / no-improvement affidavit (or, if applicable, contractor's lien waivers) to Landmark Title (Target: April 18, 2025).

• [ ] Obtain and deliver Cook County tax certificates (Target: April 21, 2025).

• [ ] Finalize endorsement order with Landmark Title; confirm issuance of all requested endorsements (Target: April 18, 2025).

• [ ] Execute and record mortgage with Cook County Recorder of Deeds (Target: April 21–25, 2025).

• [ ] Obtain and deliver final lender's title insurance policy (or marked-up commitment) to Collateral Agent (Target: April 30, 2025).

B. Property 2: 2750 Commerce Drive, Rockford, IL 61101 (Commitment No. LTA-2025-00472)

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

The grantor and vested owner of the Rockford property is Nexford Precision Components, Inc., a Delaware corporation. Nexford Precision Components, Inc. is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Credit Agreement. Fee simple title to the property is vested in Nexford Precision Components, Inc. by virtue of a Warranty Deed recorded in the Office of the Winnebago County, Illinois Recorder of Deeds on March 22, 2016, as Document No. 2016R006842.

The property is located at 2750 Commerce Drive, Rockford, Illinois 61101, and consists of an approximately 285,000-square-foot precision components manufacturing facility situated on approximately 18.5 acres of land in an industrial district within the City of Rockford. The legal description in the commitment references the property as Lot 7, Block 2 of the Commerce Drive Industrial Park, being a subdivision in Winnebago County, Illinois, according to the plat thereof recorded in the Winnebago County Recorder's Office. The legal description should be confirmed against the vesting deed, the survey, and the mortgage instrument.

The recording jurisdiction is the Winnebago County, Illinois Recorder of Deeds.

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

(a) Execution and Recording of Mortgage. Execution and recording of the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Nexford Precision Components, Inc., as grantor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the Winnebago County Recorder of Deeds.

(b) Entity Authority. Delivery of the following for Nexford Precision Components, Inc.: (i) certified copy of the Certificate of Incorporation, as filed with the Delaware Secretary of State; (ii) certified copy of the Bylaws; (iii) certified copy of the resolution of the Board of Directors authorizing the execution, delivery, and recording of the mortgage; (iv) certificate of good standing from the Delaware Secretary of State (current within thirty (30) days of recording); and (v) certificate of good standing or certificate of authority from the Illinois Secretary of State, if Nexford Precision Components, Inc. is qualified to transact business in Illinois as a foreign corporation. We note that Nexford Precision Components, Inc. operates a manufacturing facility in Illinois and is presumed to be qualified as a foreign corporation; confirmation is needed from the entity authority documents in the closing binder.

(c) Payment of Mortgage Recording Taxes. Payment of Winnebago County and Illinois state mortgage recording taxes. The recording tax calculation will be based on the face amount of the mortgage as recorded. Pursuant to Sylvia Hartwell's March 10, 2025 tax memorandum, the estimated aggregate recording taxes for the Rockford mortgage are approximately $105,000, though the precise amount depends on the calculation basis applied by the Winnebago County Recorder's office.

(d) Updated Survey or No-Change Affidavit. A no-change affidavit is being prepared for the Rockford property. Nexford has represented that no material construction, alterations, or improvements have been made at the Rockford facility since the most recent ALTA/NSPS survey, dated August 2021. We should confirm this representation with David Engstrom and obtain a signed no-change affidavit from the property owner and, if required, from the original surveyor.

(e) Mechanic's Lien Affidavit. Delivery of a mechanic's lien / no-improvement affidavit from Nexford Precision Components, Inc. confirming that no construction or improvement work has been performed at the Rockford facility within the Illinois mechanic's lien filing period.

(f) Tax Certificates. Delivery of tax certificates from the Winnebago County Treasurer and Winnebago County Clerk confirming current payment of real property taxes with no delinquencies.

3. Schedule B-II Exceptions (Exceptions from Coverage). The Schedule B-II of Commitment No. LTA-2025-00472 lists the following exceptions:

Exception 1: General Real Estate Taxes. "General real estate taxes for the year 2025 and subsequent years, not yet due and payable." Standard and acceptable, as discussed in Section IV.A.3 above.

Exception 2: Easements and Restrictions of Record. The commitment references a Declaration of Covenants and Restrictions for the Commerce Drive Industrial Park, recorded in Winnebago County, which imposes restrictions typical of industrial park developments, including restrictions on permitted uses (limited to industrial, warehousing, and ancillary office uses), building setback requirements, signage restrictions, and common area maintenance obligations. We have reviewed the declaration and note that the restrictions are consistent with the current use of the property as a precision components manufacturing facility and do not contain any provisions that would restrict the granting of a mortgage lien or that would materially impair the use, value, or marketability of the property. This exception is acceptable.

Exception 3: Railroad Easement. "Easement in favor of the Drayton & Co. (n/k/a Sundial Partners LLC) for railroad spur track and appurtenant facilities, as recorded in Winnebago County as Document No. 87-15244, affecting the southerly portion of the subject property." This exception warrants particular attention, as railroad easements on industrial properties can be significant. We have obtained a copy of the easement instrument and note that it grants a perpetual easement for the maintenance and operation of a railroad spur track serving the Commerce Drive Industrial Park. The spur track runs along the southern boundary of the property and provides rail access to loading docks on the south side of the manufacturing facility. The easement is a benefit to the property insofar as it provides rail freight access, which is an important operational feature for a precision components manufacturing plant. However, the easement also imposes obligations on the property owner, including the obligation to maintain a clear zone within the easement area and restrictions on construction of permanent structures within the easement boundaries. Based on our review, the easement does not encroach upon any existing improvements and is consistent with the current layout of the property as shown on the existing survey. The ALTA 28/28.1 endorsement should be obtained to provide additional coverage against loss arising from the exercise of this easement right.

Exception 4: Existing Atlas Meridian Lien. "Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 12, 2019, executed by Nexford Precision Components, Inc. in favor of Atlas Meridian Bank, N.A., as Collateral Agent, recorded in Winnebago County as Document No. 2019R014523." This exception must be removed. The same analysis applies as for the Schaumburg property — the Atlas Meridian payoff was funded at closing on March 28, 2025, and the lien release authorization letter has been delivered. We must confirm that a Release of Mortgage has been prepared and is ready for recording (or has already been recorded) in the Winnebago County Recorder's office.

Exception 5: UCC Fixture Filings — Atlas Meridian. "UCC Financing Statement (Fixture Filing) filed in Winnebago County as Document No. 2019R014530, naming Nexford Precision Components, Inc. as debtor and Atlas Meridian Bank, N.A. as secured party." Same analysis as for the Schaumburg property — to be deleted upon confirmation of UCC-3 termination filing.

We note that no exception for mineral rights was identified in the Rockford commitment, which is consistent with the typical title characteristics of industrial properties in the Rockford, Illinois area, where mineral rights reservations are uncommon.

4. Endorsements. The same Illinois endorsement package requested for the Schaumburg property has been requested for the Rockford property. All endorsements listed in Section III.E above are available under Illinois law. Specifically:

• The ALTA 3.1 (Zoning — Improved Land) endorsement should confirm that the property is classified in an appropriate industrial zoning district under the City of Rockford zoning ordinance and that the current use as a precision components manufacturing facility is a permitted use under such classification. We have requested this confirmation from Landmark Title.

• The Environmental Protection Lien endorsement is available and has been requested.

• All other endorsements, including the ALTA 9.3, ALTA 17, ALTA 22, ALTA 25, ALTA 28, ALTA 35, Variable Rate, and Future Advance endorsements, are available and have been requested.

5. Action Items — Rockford Property.

• [ ] Deliver updated survey or no-change affidavit (with confirmation from David Engstrom that no material changes have been made since the August 2021 survey) (Target: April 18, 2025).

• [ ] Deliver entity authority documents for Nexford Precision Components, Inc. to Landmark Title, including updated good standing certificates (Target: April 16, 2025).

• [ ] Confirm removal of Atlas Meridian liens — obtain and deliver recorded Release of Mortgage from Winnebago County Recorder of Deeds (Target: April 18, 2025).

• [ ] Confirm termination of UCC fixture filing in favor of Atlas Meridian (Target: April 16, 2025).

• [ ] Deliver mechanic's lien / no-improvement affidavit (Target: April 18, 2025).

• [ ] Obtain Winnebago County tax certificates (Target: April 21, 2025).

• [ ] Execute and record mortgage with Winnebago County Recorder of Deeds (Target: April 21–25, 2025).

• [ ] Obtain and deliver final lender's title insurance policy (or marked-up commitment) to Collateral Agent (Target: April 30, 2025).

C. Property 3: 600 Manufacturers Row, Greenville, SC 29607 (Commitment No. LTA-2025-00473)

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

The grantor and vested owner of the Greenville property is Nexford Engineered Systems, LLC, a Delaware limited liability company. Nexford Engineered Systems, LLC is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Credit Agreement. Fee simple title to the property is vested in Nexford Engineered Systems, LLC by virtue of a General Warranty Deed recorded in the Office of the Greenville County, South Carolina Register of Deeds on November 3, 2020, as recorded in Deed Book 4982, Page 1147.

The property is located at 600 Manufacturers Row, Greenville, South Carolina 29607, and consists of an approximately 195,000-square-foot engineered systems manufacturing and assembly facility situated on approximately 12.8 acres of land in an industrial area within Greenville County. The legal description in the commitment references the property by metes and bounds description and by reference to a prior recorded plat. The legal description should be confirmed against the vesting deed, the survey, and the mortgage instrument.

The recording jurisdiction is the Greenville County, South Carolina Register of Deeds.

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

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Claudia Merritt, Partner; Ian Blackwood, Partner
FROM: Marcus Leung, Lead Associate; Sophie Tremblay, Associate
DATE: April 14, 2025
RE: Review of Title Insurance Commitments Issued by Landmark Title Assurance Company — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B
Matter No.: 1005-00001
Client/Matter Code: IBL-NIH-2025-031
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I. EXECUTIVE SUMMARY
This memorandum summarizes Calderwood & Harkness LLP's review of four title insurance commitments issued by Landmark Title Assurance Company ("Landmark Title" or the "Title Company") in connection with the mortgages to be granted on real property collateral securing the $1,400,000,000 senior secured Term Loan B facility (the "Credit Facility") governed by that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A. ("Crescent Harbor"), as Administrative Agent and Collateral Agent (in such capacity, the "Collateral Agent"), and the Lenders party thereto (collectively, the "Lenders").
The mortgages securing the Credit Facility are post-closing deliverables required under Section 6.14 of the Credit Agreement, with a deadline for delivery of recorded mortgages and lender's title insurance policies of April 30, 2025 (the "Post-Closing Deadline"). Time is of the essence with respect to this deliverable, as failure to satisfy the post-closing mortgage requirements within the prescribed period would constitute a Default under Section 8.01(d) of the Credit Agreement, subject to applicable cure periods.
The four title insurance commitments under review cover the four owned real properties of the Borrower and its subsidiaries with appraised fair market values exceeding the $10,000,000 threshold set forth in Section 4.1(c) of the Security and Pledge Agreement dated as of March 28, 2025 (the "Security Agreement"). The four properties have a total aggregate appraised value of $193,000,000, based upon appraisals conducted by Greystone Valuation Services, Inc. ("Greystone"), under the direction of Daniel Pritchard, MAI, lead appraiser, each dated as of January 2025 and delivered to the Collateral Agent in connection with the closing of the Credit Facility.
Each commitment has been reviewed by our team for the following:
(a) accuracy of the legal description and chain of title vesting;
(b) Schedule B-I requirements (conditions precedent to issuance of the lender's policy);
(c) Schedule B-II exceptions from coverage (both standard and special exceptions);
(d) adequacy of the proposed endorsement package in light of the Collateral Agent's requirements; and
(e) compliance with the requirements of the Credit Agreement, the Security Agreement, and the Collateral Agent's title requirements letter dated March 15, 2025, issued by Whitfield & Gage LLP ("Whitfield & Gage") on behalf of Crescent Harbor (the "Title Requirements Letter").
Landmark Title Assurance Company serves as the title insurance underwriter for all four properties. Each commitment proposes issuance of an ALTA Lender's Policy (2006 form, with current amendments) in favor of the Collateral Agent for the benefit of the Secured Parties under the Credit Agreement.
Overall Assessment. All four commitments are in substantially acceptable form, subject to the satisfaction of enumerated Schedule B-I requirements and the removal or endorsement-over of certain standard and special exceptions as discussed in detail herein. No title defect has been identified that, in our judgment, would preclude the delivery of the required lender's title insurance policies by the Post-Closing Deadline. However, several action items remain outstanding and must be completed on an expedited basis prior to April 30, 2025. In particular, (i) the vesting of title at the Houston property requires clarification as between two Nexford subsidiary entities, (ii) a potential mineral rights exception at the Houston property must be investigated and addressed through endorsement, (iii) the availability of certain endorsements under South Carolina law must be confirmed with Landmark Title, and (iv) recorded releases of the prior Atlas Meridian Bank, N.A. mortgages must be obtained and delivered to the Title Company for each property.
We recommend that this memorandum be circulated to Claudia Merritt and Ian Blackwood for review and approval, and that following such approval, the outstanding action items identified herein be communicated promptly to Nexford's in-house legal and treasury teams, to the Collateral Agent's counsel at Whitfield & Gage, and to Landmark Title.
II. BACKGROUND AND TRANSACTION CONTEXT
A. The Credit Facility and Collateral Package
On March 28, 2025, the Borrower and its subsidiaries entered into the Credit Agreement providing for a $1,400,000,000 senior secured Term Loan B facility. Crescent Harbor Bank, N.A. serves as Administrative Agent and Collateral Agent under the Credit Agreement. The Credit Facility refinanced existing indebtedness of the Borrower, including the prior term loan facility with Atlas Meridian Bank, N.A. ("Atlas Meridian"), and provides incremental capital to support the Borrower's ongoing capital expenditure program and general corporate purposes. The Credit Facility bears interest at a rate per annum equal to Adjusted Term SOFR plus an applicable margin of 3.25%, with a 0.75% SOFR floor. The stated maturity date of the Credit Facility is March 28, 2032.
The collateral securing the Credit Facility consists of a first-priority security interest in substantially all assets of the Borrower and each Guarantor (subject to customary exceptions), including:
(i) all personal property of the Borrower and each Guarantor, as set forth in the Security Agreement;
(ii) all outstanding equity interests in each direct domestic subsidiary of the Borrower and each Guarantor, and 65% of the outstanding voting equity interests and 100% of the outstanding non-voting equity interests in each first-tier foreign subsidiary;
(iii) all owned real property of the Borrower and each Guarantor having an appraised fair market value in excess of $10,000,000 per parcel, to be encumbered by a first-priority mortgage lien in favor of the Collateral Agent; and
(iv) all proceeds of the foregoing.
The mortgage liens on owned real property are structured as post-closing deliverables rather than closing-date deliverables. Pursuant to Section 6.14 of the Credit Agreement, the Borrower is required to deliver, no later than thirty (30) days following the Closing Date (i.e., by April 30, 2025, calculated from the March 28, 2025 closing), the following with respect to each owned real property exceeding the $10,000,000 threshold:
(a) a Mortgage, duly executed by the applicable Grantor, in form and substance reasonably satisfactory to the Collateral Agent;
(b) evidence of the recording of such Mortgage in the applicable county recording office;
(c) a lender's title insurance policy (or marked-up title insurance commitment acceptable to the Collateral Agent) issued by a nationally recognized title insurance company, insuring the lien of such Mortgage as a first-priority lien on the applicable real property, in an amount equal to the appraised fair market value of such property, subject only to Permitted Liens, and containing such endorsements as the Collateral Agent may reasonably require;
(d) a current ALTA/NSPS survey of such property, certified to the Collateral Agent and the title insurance company, or, if acceptable to the Collateral Agent, a surveyor's affidavit or no-change affidavit with respect to an existing survey; and
(e) such other documents, instruments, and certificates as the Collateral Agent or its counsel may reasonably request in connection with the granting and perfection of mortgage liens on such properties.
B. Mortgaged Properties Overview
Four owned real properties meet the $10,000,000 fair market value threshold under the Security Agreement. The following table summarizes the key identification details for each property:
The aggregate appraised value of the four properties is $193,000,000. Each appraisal was conducted by Greystone Valuation Services, Inc. under the direction of Daniel Pritchard, MAI, and reflects an "as-is" fair market value determination as of January 2025. The appraisals were delivered to the Collateral Agent and its counsel in connection with the closing of the Credit Facility, and copies are maintained in the closing binder for the transaction.
Each of the four properties will be encumbered by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (or, in the case of the Houston, Texas property, a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing) in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. The mortgage instruments grant a first-priority lien on fee simple title to each property, together with all improvements, fixtures, and appurtenances thereto, all rents, issues, and profits thereof, and all proceeds of the foregoing.
C. Coordination with Other Workstreams
The title insurance commitment review described in this memorandum is one component of a broader post-closing workstream involving multiple parties and parallel deliverables. The key coordination points are summarized below.
Mortgage Preparation. The mortgage instruments for all four properties have been prepared by Calderwood & Harkness LLP. For the two Illinois properties (Schaumburg and Rockford), we have coordinated with Hargrove & Whitmore LLP, our Illinois local counsel, under the direction of Robert Kimura, lead partner. Hargrove & Whitmore has reviewed the mortgage forms for compliance with Illinois statutory requirements, including the Illinois Mortgage Act (765 ILCS 5/11), Cook County and Winnebago County recording requirements, and applicable Illinois mortgage recording tax provisions. For the South Carolina property (Greenville), Calderwood & Harkness has prepared the mortgage directly, drawing on our firm's South Carolina real estate practice capabilities. For the Texas property (Houston), we have prepared a deed of trust form in compliance with the Texas Property Code and Harris County recording requirements. Draft mortgage instruments were circulated to Whitfield & Gage LLP (Margaret Ashby, lead partner) on April 7, 2025, and comments were received on April 11, 2025. We are in the process of finalizing the mortgage instruments based on those comments.
Environmental Diligence. Phase I Environmental Site Assessments for all four properties were conducted by Clearwater Environmental Sciences, Inc. ("Clearwater") under the direction of Dr. Nathan Foley, project manager, in accordance with ASTM Standard E1527-21. The Phase I ESA reports are summarized in a separate Calderwood & Harkness memorandum dated February 22, 2025. No Recognized Environmental Conditions (RECs) were identified at the Schaumburg, Rockford, or Greenville properties. The Houston property Phase I ESA identified a historical Recognized Environmental Condition relating to prior petroleum storage operations on an adjacent parcel; however, Clearwater concluded that no further investigation was warranted at this time with respect to the subject property. A controlled Recognized Environmental Condition (CREC) was noted in connection with a prior voluntary cleanup completed under the Texas Commission on Environmental Quality (TCEQ) Voluntary Cleanup Program, and a certificate of completion was issued by TCEQ in 2019. None of the Phase I ESA findings are expected to adversely affect the title insurance commitments or the insurability of the properties under the lender's policies.
Appraisals. As noted above, appraisals for all four properties were conducted by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI). The appraised values are consistent with the policy amounts reflected in the title insurance commitments. A summary of the Greystone appraisals is attached hereto as Appendix F.
Insurance Program. The property and casualty insurance program for the Borrower and its subsidiaries has been reviewed separately with input from Vantage Risk Advisors, LLC ("Vantage Risk"), under the direction of Rachel Sorensen, account executive. Property and casualty coverage has been placed with Continental Shield Underwriters, Inc., and evidence of insurance naming the Collateral Agent as mortgagee and additional insured has been delivered to Whitfield & Gage. Flood insurance requirements are discussed in connection with the Houston property in Section IV.D below.
Tax Analysis. State and local tax implications of mortgage recording have been analyzed by Sylvia Hartwell, Senior Tax Counsel at Calderwood & Harkness, in her tax memorandum dated March 10, 2025. That memorandum addresses mortgage recording taxes applicable in Illinois (both state-level and county-level), the South Carolina mortgage recording fee, and the absence of a mortgage recording tax in Texas. We have cross-referenced Sylvia Hartwell's analysis in the property-specific sections below and in the premium and cost estimate discussion in Section VI. A cross-reference summary is attached hereto as Appendix G.
III. GENERAL STANDARDS AND REQUIREMENTS APPLICABLE TO ALL COMMITMENTS
A. Lender's Policy Form
Each of the four title insurance commitments proposes issuance of an ALTA Lender's Policy (2006 form, as amended) in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement. The ALTA Lender's Policy (2006 form) is the current industry-standard form for institutional lender's title insurance and is the form specified in the Title Requirements Letter. We have confirmed that Landmark Title Assurance Company is authorized to issue lender's title insurance policies in each of the three states in which the mortgaged properties are located — Illinois, South Carolina, and Texas — and that Landmark Title holds current title insurance agent or underwriter licenses in each such jurisdiction.
Consistent with the requirements of Section 6.14(c) of the Credit Agreement, the policy amount for each property is to equal the appraised fair market value of such property as determined by the Greystone appraisals. The proposed policy amounts are as follows: Schaumburg — $85,000,000; Rockford — $42,000,000; Greenville — $38,000,000; Houston — $28,000,000. These amounts have been confirmed as acceptable by the Collateral Agent's counsel at Whitfield & Gage.
B. Insured. The named insured under each lender's policy is Crescent Harbor Bank, N.A., as Collateral Agent, with its principal office at 320 Federal Street, Boston, Massachusetts 02110. Confirmation is needed from Landmark Title that the policy, in accordance with the terms of the ALTA Lender's Policy (2006 form) and applicable endorsements, extends coverage to the successors and assigns of the Collateral Agent and to all Secured Parties under the Credit Agreement who are intended beneficiaries of the Collateral Agent's security interest. The ALTA Lender's Policy (2006 form) generally provides that coverage inures to the benefit of successors to the insured by operation of law and to assignees of the insured mortgage, but we should confirm that this standard coverage is not limited or modified by any special condition or exception in the commitments. Additionally, the Title Requirements Letter requests that the policies include language confirming coverage for the benefit of all holders of "Obligations" as defined in the Credit Agreement, including any assignees of loans or commitments under the Credit Agreement. We have requested confirmation from Landmark Title on this point and are awaiting a response.
C. Standard Requirements Across All Commitments (Schedule B-I)
Each of the four commitments contains a Schedule B-I setting forth requirements that must be satisfied as conditions precedent to the issuance of the lender's policy. The following requirements appear in substantially similar form across all four commitments, with property-specific and state-specific variations noted in the property-specific sections of this memorandum (Section IV):
1. Delivery of Executed Mortgage. Delivery to the Title Company of a duly executed and acknowledged mortgage (or deed of trust, in the case of Texas) in recordable form, granting a lien on the applicable property in favor of the Collateral Agent. The mortgage must be executed by the fee owner of the property (or, in the case of a deed of trust, by the grantor/trustor), with all signatures properly notarized and witnessed as required by applicable state law.
2. Recording of Mortgage. Recording of the mortgage in the office of the applicable county recorder of deeds (or county clerk, in the case of Harris County, Texas), with evidence of recording (including the recorded instrument with recording stamp and book/page or instrument number) to be provided to the Title Company.
3. Payment of Recording Taxes and Fees. Payment of all applicable mortgage recording taxes, deed recording fees, state transfer taxes, and filing fees. The applicable taxes and fees vary by jurisdiction and are addressed in the property-specific sections below and in Sylvia Hartwell's tax memorandum dated March 10, 2025.
4. Evidence of Entity Authority. Delivery of evidence of the authority of the grantor entity to execute and deliver the mortgage, including: (a) certified copies of organizational documents (certificate of formation or certificate of incorporation, as applicable); (b) operating agreement or bylaws, as applicable; (c) resolutions of the governing body (board of directors, managers, or members, as applicable) authorizing the execution, delivery, and recording of the mortgage; and (d) certificates of good standing from the state of organization and the state in which the property is located (if different from the state of organization and the entity is qualified to do business as a foreign entity in such state). We note that these documents were certified at the closing of the Credit Facility on March 28, 2025, and copies are available in the closing binder maintained by Calderwood & Harkness. Updated good standing certificates should be obtained to the extent the closing-date certificates are more than thirty (30) days old at the time of recording. Sophie Tremblay is coordinating the ordering of updated good standing certificates from Hollowell Technologies.
5. Payment of Title Insurance Premiums. Payment of all title insurance premiums and endorsement charges to Landmark Title. Premium estimates are discussed in Section VI below.
6. ALTA/NSPS Survey. Delivery of a satisfactory ALTA/NSPS land title survey for each property, prepared by a licensed surveyor and certified to both Landmark Title Assurance Company and Crescent Harbor Bank, N.A., as Collateral Agent. In the alternative, if the Collateral Agent and the Title Company agree to rely on an existing survey, delivery of a surveyor's affidavit or no-change affidavit confirming that no changes have been made to the property since the date of the existing survey. We are currently coordinating with Nexford's facilities management team (David Engstrom, VP of Engineering & Facilities) and with Greystone Valuation Services regarding the availability and currency of existing surveys for each property. Updated surveys have been ordered for the Schaumburg and Houston properties, where recent capital improvements may have altered site conditions. No-change affidavits are being prepared for the Rockford and Greenville properties, where no material changes to the properties have occurred since the last survey date.
7. UCC Searches. Delivery of UCC search results confirming no prior liens on fixtures at each property, or delivery of UCC-3 Termination Statements or subordination agreements with respect to any such filings. We note that all UCC-1 financing statements in favor of Atlas Meridian Bank, N.A. (the prior collateral agent under the refinanced credit facility) were required to be terminated at or promptly following the closing of the Credit Facility. UCC-3 Termination Statements were filed on March 31, 2025, in the following jurisdictions: Delaware (Secretary of State), Illinois (Secretary of State), Pennsylvania (Department of State), South Carolina (Secretary of State), Texas (Secretary of State), and Michigan (Department of State). Copies of the filed UCC-3 Termination Statements have been provided to Landmark Title. We should confirm with Landmark Title that the Title Company has received and reviewed such filings and is satisfied that all prior UCC fixture filings in favor of Atlas Meridian have been effectively terminated.
8. Tax Certificates. Delivery of tax certificates from the applicable county tax assessor or collector confirming the current status of real property taxes on each property, including confirmation that there are no delinquent or unpaid real property taxes, special assessments, or other charges constituting a lien on the property. Tax certificates have been ordered from each applicable county and are expected to be received by April 21, 2025.
D. Standard Exceptions to Be Removed or Endorsed Over
Each commitment contains standard printed exceptions that appear in the Schedule B-II (exceptions from coverage) of the commitment. Consistent with customary practice for lender's title insurance policies and as required by the Title Requirements Letter, the following standard exceptions should be deleted or modified prior to issuance of the final lender's policy:
1. Rights of Parties in Possession. The standard exception for rights or claims of parties in possession not shown by the public records should be deleted upon delivery of (a) a current ALTA/NSPS survey showing the boundaries of the property, all improvements, and any evidence of possession, and (b) a borrower's affidavit confirming that no party other than the fee owner (and any tenants under recorded leases, if applicable) is in possession of the property and that no unrecorded leases, adverse possession claims, or boundary disputes exist. Alternatively, this exception may be addressed through an appropriate endorsement. We have requested deletion of this exception for all four properties and are awaiting confirmation from Landmark Title.
2. Unfiled Mechanic's Liens. The standard exception for mechanic's liens or materialmen's liens that may not yet have been filed of record should be deleted or endorsed over upon delivery of a lien waiver affidavit and/or indemnity from the property owner confirming that no construction, alterations, repairs, or improvements have been performed on the property within the applicable statutory lien period (or, if work has been performed, that all contractors and materialmen have been paid in full and no lien claims are outstanding). This is a potentially significant issue for properties where recent capital improvements have been undertaken. As noted below, Nexford reported approximately $78,000,000 in last-twelve-month capital expenditures across all of its facilities, and we must confirm the allocation of such expenditures to each of the four mortgaged properties and whether any work remains in progress at any property.
3. Survey Matters. The standard exception for matters that would be disclosed by an accurate survey of the property should be addressed by delivery of a current ALTA/NSPS survey meeting Table A requirements (including optional items as specified in the Title Requirements Letter). Upon receipt of a satisfactory survey, Landmark Title should delete the general survey exception and replace it, if necessary, with specific survey-related exceptions based on the matters shown on the survey. The ALTA 25 (Same as Survey) endorsement should also be obtained for each property.
4. Taxes and Assessments Not Yet Due and Payable. The standard exception for general real estate taxes and assessments for the current and subsequent years that are not yet due and payable is a customary remaining exception in lender's title insurance policies and is acceptable, provided that the tax certificates confirm that there are no delinquent or unpaid taxes or assessments. This exception will remain in the final policies for all four properties.
E. Required Endorsements (All Properties)
The Title Requirements Letter specifies a comprehensive endorsement package to be obtained in connection with each lender's policy. In addition, Calderwood & Harkness has identified certain additional endorsements that are advisable for the protection of the Collateral Agent and the Secured Parties. The following endorsements have been requested for each property, subject to availability under applicable state law:
1. ALTA 9 (Comprehensive / Restrictions, Encroachments, Minerals) or ALTA 9.3 (Covenants, Conditions and Restrictions — Improved Land — Loan Policy): Provides coverage against loss arising from violations of covenants, conditions, and restrictions affecting the property, encroachments of improvements onto easements or across boundary lines, and damage resulting from the exercise of mineral rights. This is a critical endorsement for industrial properties and is required by the Title Requirements Letter.
2. ALTA 3.0 / 3.1 (Zoning — Unimproved / Improved Land): Provides coverage that the property is classified under the applicable zoning ordinance in a particular zoning classification and that such classification permits the current use of the property. The ALTA 3.1 form (improved land) is appropriate for each of the four properties, as each contains existing improvements. This endorsement requires the Title Company to make a determination of the applicable zoning classification and the permitted uses thereunder.
3. ALTA 17 / 17.1 (Access and Entry): Provides coverage that the property has access to and from a physically open public street or highway. This endorsement is important for industrial properties that depend on vehicular access for manufacturing and distribution operations.
4. ALTA 22 (Location): Provides coverage that the improvements on the property are located at the street address specified in the endorsement. This endorsement is used in conjunction with the survey to confirm that the insured property corresponds to the address identified in the loan documents.
5. ALTA 25 / 25.1 (Same as Survey): Provides coverage that the land described in the policy is the same as that shown on the survey identified in the endorsement. This endorsement ties the policy's legal description to the survey and provides an additional layer of assurance regarding the identity and boundaries of the insured property.
6. ALTA 28 / 28.1 (Easement — Damage or Enforced Removal): Provides coverage against loss arising from the exercise of an easement right that results in damage to or enforced removal of improvements on the property. This endorsement is relevant for properties subject to utility easements or other easements that may affect existing improvements.
7. ALTA 35 (Minerals and Other Subsurface Substances): Provides coverage against loss arising from the exercise of the right to extract minerals or other subsurface substances from the property. This endorsement is particularly critical for the Houston property, where mineral rights reservations are common in Texas, and is discussed in further detail in Section IV.D below.
8. Variable Rate Endorsement: Provides coverage for the variable (floating) interest rate applicable to the Credit Facility, which bears interest at Adjusted Term SOFR plus an applicable margin. Without this endorsement, the lender's policy might be argued to cover only a fixed rate of interest, potentially limiting recovery in the event of a claim.
9. Revolving Credit / Future Advance Endorsement: To the extent the form of mortgage includes provisions relating to future advances or revolving obligations (as may be applicable under the Credit Agreement's mechanics for protective advances or expense reimbursements), this endorsement provides coverage for indebtedness arising from future advances under the mortgage.
10. Fairway / Tie-In Endorsement (Aggregation Endorsement): This endorsement is discussed in greater detail in Section V below. It is intended to aggregate the coverage amounts of all four lender's policies so that the full aggregate policy limits are available to cover a loss at any one property, up to the combined aggregate limit. This endorsement involves multi-state coordination and may require compliance with the endorsement regulations of each of the three states involved (Illinois, South Carolina, and Texas).
11. Environmental Protection Lien Endorsement: Provides coverage against loss arising from the priority of an environmental protection lien imposed under applicable federal or state law (such as a CERCLA lien or state equivalent). The availability of this endorsement varies by state and is addressed in the property-specific sections below.
12. Usury Endorsement: Where applicable, provides coverage against loss arising from the invalidity or unenforceability of the insured mortgage due to a violation of applicable usury laws. The relevance and availability of this endorsement vary by state.
Note on Endorsement Availability. Endorsement availability varies by state. While Illinois generally recognizes the full range of ALTA endorsements, South Carolina and Texas have specific form requirements and limitations that may affect the availability of certain endorsements. South Carolina endorsement limitations are discussed in Section IV.C.4 below. Texas utilizes its own promulgated endorsement forms (commonly referred to as "T-forms"), and the Texas equivalents of the ALTA endorsements are discussed in Section IV.D.4 below. We are coordinating with Landmark Title to confirm the availability of each requested endorsement in each applicable jurisdiction.
IV. PROPERTY-SPECIFIC COMMITMENT REVIEWS
A. Property 1: 1400 Industrial Parkway, Schaumburg, IL 60173 (Commitment No. LTA-2025-00471)
1. Commitment Summary. The title insurance commitment for the Schaumburg property was issued by Landmark Title Assurance Company as Commitment No. LTA-2025-00471, with an effective date of April 3, 2025. The commitment proposes issuance of an ALTA Lender's Policy (2006 form) in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the proposed policy amount of $85,000,000. This amount is consistent with the appraised fair market value of the property as determined by Greystone Valuation Services.
The grantor and vested owner of the Schaumburg property is Nexford Properties, LLC, a Delaware limited liability company. Nexford Properties, LLC is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Credit Agreement. Fee simple title to the property is vested in Nexford Properties, LLC by virtue of a Special Warranty Deed recorded in the Office of the Cook County Recorder of Deeds on June 15, 2018, as Document No. 1817349852.
The property is legally described in the commitment as Lot 14, Block 3 of the Industrial Parkway Subdivision, being a subdivision of part of the Northwest Quarter of Section 22, Township 41 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois, according to the plat thereof recorded September 12, 1985, as Document No. 85439217. The legal description in the commitment should be confirmed against (a) the current vesting deed, (b) the ALTA/NSPS survey, and (c) the legal description to be included in the mortgage instrument. Any discrepancies must be resolved prior to recording.
The recording jurisdiction for this property is the Cook County, Illinois Recorder of Deeds.
2. Schedule B-I Requirements (Conditions to Policy Issuance). The Schedule B-I of Commitment No. LTA-2025-00471 sets forth the following requirements as conditions to the issuance of the lender's policy:
(a) Execution and Recording of Mortgage. Execution and recording of the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Nexford Properties, LLC, as grantor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the applicable recording office. The mortgage must be in form satisfactory to the Title Company and must contain a proper legal description of the property. The mortgage form has been prepared by Calderwood & Harkness with input from Hargrove & Whitmore LLP and is being finalized based on comments received from Whitfield & Gage LLP on April 11, 2025.
(b) Payment of Mortgage Recording Taxes. Payment of all applicable Cook County mortgage recording tax and Illinois state mortgage recording tax. The Illinois mortgage recording tax is imposed under the Illinois Mortgage Tax Act (35 ILCS 5/31-45), and the Cook County mortgage tax is imposed as a supplemental county recording fee. Pursuant to Sylvia Hartwell's tax memorandum dated March 10, 2025, the aggregate recording taxes for the Schaumburg mortgage are estimated at approximately $212,500, consisting of the state mortgage recording tax (calculated at $0.25 per $100 of indebtedness secured) and applicable Cook County fees. The precise amount will depend on the face amount of the mortgage as recorded and any available exemptions. We recommend that the final mortgage recording tax calculation be confirmed with Hargrove & Whitmore and with the Cook County Recorder's office prior to recording.
(c) Evidence of Entity Authority. Delivery of the following evidence of entity authority for Nexford Properties, LLC: (i) certified copy of the Certificate of Formation of Nexford Properties, LLC, as filed with the Delaware Secretary of State; (ii) certified copy of the Limited Liability Company Agreement of Nexford Properties, LLC (or relevant excerpts thereof); (iii) certified copy of the resolution of the manager(s) or member(s) of Nexford Properties, LLC authorizing the execution, delivery, and recording of the mortgage; (iv) certificate of good standing for Nexford Properties, LLC from the Delaware Secretary of State (current within thirty (30) days of recording); and (v) certificate of good standing or certificate of authority for Nexford Properties, LLC from the Illinois Secretary of State, confirming that the entity is qualified to transact business in Illinois as a foreign limited liability company. As noted in Section III.C above, these documents were certified at closing on March 28, 2025; however, updated good standing certificates should be obtained to ensure currency as of the date of recording.
(d) ALTA/NSPS Survey. Delivery of an updated ALTA/NSPS land title survey of the property, certified to Landmark Title Assurance Company and Crescent Harbor Bank, N.A., as Collateral Agent. Alternatively, if an existing survey is acceptable to the Title Company and the Collateral Agent, delivery of a no-change affidavit from the surveyor or from an authorized representative of the property owner. An updated survey has been ordered for the Schaumburg property due to recent capital improvements at the facility (including the expansion of a manufacturing wing completed in the fourth quarter of 2024). The survey is being prepared by Meridian Land Surveying, LLC, and is expected to be completed by April 18, 2025.
(e) Title Search Update / Gap Search. The Title Company requires a title search update or "gap search" to cover the period from the effective date of the commitment through the date of recording of the mortgage, to ensure that no intervening liens, encumbrances, or conveyances have been recorded against the property. This is a standard requirement and will be performed by Landmark Title as part of its closing procedures.
(f) Mechanic's Lien Affidavit / No-Improvement Affidavit. Delivery of an affidavit from Nexford Properties, LLC confirming whether any construction, alterations, repairs, or improvements have been performed on the property within the preceding six (6) months (the Illinois mechanic's lien filing period under 770 ILCS 60/7). Nexford's capital expenditure program is significant — the Borrower reported approximately $78,000,000 in last-twelve-month capital expenditures across all of its facilities. We must confirm with Nexford's facilities management team (David Engstrom, VP of Engineering & Facilities) the allocation of such expenditures to the Schaumburg property and whether any construction or improvement work is currently ongoing or has been completed within the mechanic's lien filing period. If work has been performed, sworn contractor's lien waivers and proof of payment may be required by the Title Company in lieu of, or in addition to, the no-improvement affidavit.
(g) Tax Certificates. Delivery of tax certificates from the Cook County Treasurer and the Cook County Clerk confirming current payment of all real property taxes, special assessments, and other charges with respect to the property, with no delinquencies outstanding. Tax certificates have been ordered and are expected to be received by April 21, 2025.
3. Schedule B-II Exceptions (Exceptions from Coverage). The Schedule B-II of Commitment No. LTA-2025-00471 lists the following exceptions from coverage. Each exception is analyzed below:
Exception 1: General Real Estate Taxes. "General real estate taxes for the year 2025 and subsequent years, not yet due and payable." This is a standard exception that appears in all title insurance commitments and policies. It is acceptable as a remaining exception in the lender's policy, provided that the tax certificates confirm that all taxes for prior years have been paid and no delinquencies exist. We will confirm this upon receipt of the Cook County tax certificates.
Exception 2: Easements, Covenants, Conditions, and Restrictions of Record. This exception references several specific recorded instruments affecting the property, including: (i) a Declaration of Covenants, Conditions, and Restrictions for the Industrial Parkway Subdivision, recorded as Document No. 85439330, which imposes certain restrictions on use, building setbacks, and maintenance obligations common to industrial park developments; and (ii) a reciprocal easement agreement for shared access drives and utility infrastructure, recorded as Document No. 87523101. We have reviewed the referenced instruments and note the following: The Declaration of CC&Rs restricts the use of lots within the Industrial Parkway Subdivision to industrial, manufacturing, and ancillary office uses, which is consistent with the current use of the property as Nexford's headquarters and primary manufacturing facility. The CC&Rs do not contain any restrictions that would materially impair the use or value of the property for its intended purpose. The reciprocal easement agreement provides for shared access to certain internal roadways and common utility infrastructure within the subdivision, which is typical for industrial park developments and is beneficial to the property rather than burdensome. Neither instrument contains any provisions that would restrict the granting of a mortgage lien. This exception is acceptable as a remaining exception in the lender's policy and should be covered by the ALTA 9.3 endorsement.
Exception 3: Utility Easement. "Easement in favor of Marlowe Holdings (n/k/a Crestline Corporation) for electric transmission lines and appurtenant facilities, as recorded in Cook County as Document No. 72185433, affecting the northerly 25 feet of the subject property." We have reviewed the referenced easement instrument. The easement area is located along the northern boundary of the property and does not encumber any of the principal improvements or structures on the property, as confirmed by a preliminary review of the existing survey. The easement is a standard utility easement and is not expected to materially affect the use, value, or insurability of the property. This exception is acceptable as a remaining exception in the lender's policy. The ALTA 28/28.1 (Easement — Damage or Enforced Removal) endorsement should be obtained to provide additional coverage against loss arising from the exercise of this easement right.
Exception 4: Existing Mortgage — Atlas Meridian Bank, N.A. "Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 12, 2019, executed by Nexford Properties, LLC in favor of Atlas Meridian Bank, N.A., as Collateral Agent, in the original principal amount of $1,200,000,000, recorded in Cook County as Document No. 1923871054." This exception must be removed prior to or simultaneously with the recording of the new mortgage in favor of Crescent Harbor. The existing Atlas Meridian mortgage secured the prior term loan facility that was refinanced with the proceeds of the Credit Facility. The aggregate payoff to Atlas Meridian in the amount of $879,375,000 was funded at the closing of the Credit Facility on March 28, 2025, and a lien release authorization letter dated March 27, 2025, executed by Sandra Vickers, Senior Vice President of Atlas Meridian Bank, N.A., was delivered at closing. The lien release authorization letter authorizes Landmark Title (or such other title company as may be designated) to record a release of the Atlas Meridian mortgage upon confirmation of receipt of the payoff funds. We must confirm that (a) Landmark Title has received a copy of the lien release authorization letter and the payoff confirmation, and (b) a Release of Mortgage (or Satisfaction of Mortgage) has been prepared and is ready for recording, or has already been recorded. If the release has not yet been recorded, this should be treated as a high-priority action item. The lender's policy cannot be issued with this exception in place, and the new mortgage cannot be insured as a first-priority lien until the Atlas Meridian mortgage is released of record.
Exception 5: UCC Fixture Filings — Atlas Meridian Bank, N.A. "UCC Financing Statement (Fixture Filing) filed in Cook County as Document No. 1923871088, naming Nexford Properties, LLC as debtor and Atlas Meridian Bank, N.A. as secured party." This exception relates to the UCC-1 fixture filing recorded in connection with the prior Atlas Meridian mortgage. As noted in Section III.C above, UCC-3 Termination Statements were filed on March 31, 2025, terminating all UCC-1 financing statements in favor of Atlas Meridian, including the fixture filing referenced in this exception. We must confirm that Landmark Title has received evidence of the UCC-3 Termination Statement filing and will remove this exception from the final policy. This exception should be deleted upon confirmation of the UCC-3 filing.
Exception 6: Survey Matters. "Any facts, rights, interests, or claims that would be shown by an accurate and complete survey of the subject property." This is a standard exception that should be deleted upon delivery of the updated ALTA/NSPS survey ordered for the Schaumburg property. Upon receipt and review of the survey, the Title Company may replace this general exception with specific exceptions for matters shown on the survey (such as specific easements, encroachments, or boundary discrepancies), which will then be evaluated individually. The ALTA 25 (Same as Survey) endorsement should be issued in connection with the deletion of this general exception.
Exception 7: Rights of Tenants or Parties in Possession. "Rights or claims of parties in possession not shown by the public records." Nexford Properties, LLC is the operating property company for the Schaumburg headquarters and manufacturing facility. Based on our review of the Borrower's organizational structure and the representations made in the Credit Agreement, Nexford Properties, LLC occupies the property as owner-operator and there are no third-party tenants in possession. We should confirm with Nexford (David Engstrom or Priya Mehta) that no third-party leases, licenses, or occupancy agreements are in effect with respect to the Schaumburg property. If the property is entirely owner-occupied, the borrower's affidavit (discussed above) should be sufficient to support the deletion of this exception. If any third-party tenants are in possession under recorded or unrecorded leases, the leases should be identified and, if required by the Title Requirements Letter, subordination, non-disturbance, and attornment agreements ("SNDAs") should be obtained from such tenants.
4. Endorsements. All endorsements listed in Section III.E above are available under Illinois law and have been requested from Landmark Title for the Schaumburg property. Illinois is generally receptive to the full range of ALTA endorsements, and we do not anticipate any issues with endorsement availability. Specifically:
• The ALTA 3.1 (Zoning — Improved Land) endorsement is available in Illinois. Landmark Title has been requested to confirm the applicable zoning classification for the property (Village of Schaumburg zoning ordinance, Industrial District designation) and to confirm that the current manufacturing and office use is a permitted use under such classification.
• The Environmental Protection Lien endorsement is available in Illinois and has been requested. Illinois recognizes environmental liens under both federal law (CERCLA, 42 U.S.C. § 9607) and state law (Illinois Environmental Protection Act, 415 ILCS 5/57.13), and the endorsement provides coverage against loss arising from the priority of such liens.
• All other endorsements, including the Variable Rate, Future Advance, and ALTA 35 (Minerals) endorsements, are available and have been requested.
We note that the mortgage form and recording package for the Schaumburg property must comply with all Cook County Recorder of Deeds requirements, including format, margin, and font-size specifications. Calderwood & Harkness should confirm with Hargrove & Whitmore LLP (Robert Kimura) that the final mortgage instrument meets these requirements prior to submission for recording.
5. Action Items — Schaumburg Property. The following action items must be completed prior to the Post-Closing Deadline with respect to the Schaumburg property:
• [ ] Obtain and deliver updated ALTA/NSPS survey from Meridian Land Surveying, LLC, certified to Landmark Title and Crescent Harbor (Target: April 18, 2025).
• [ ] Deliver entity authority documents for Nexford Properties, LLC to Landmark Title, including updated good standing certificates from Delaware and Illinois (Target: April 16, 2025).
• [ ] Confirm payoff and lien release of Atlas Meridian mortgage; obtain and deliver recorded Release of Mortgage from Cook County Recorder of Deeds (Target: April 18, 2025).
• [ ] Confirm termination of UCC fixture filing in favor of Atlas Meridian and deliver evidence of UCC-3 filing to Landmark Title (Target: April 16, 2025).
• [ ] Deliver mechanic's lien / no-improvement affidavit (or, if applicable, contractor's lien waivers) to Landmark Title (Target: April 18, 2025).
• [ ] Obtain and deliver Cook County tax certificates (Target: April 21, 2025).
• [ ] Finalize endorsement order with Landmark Title; confirm issuance of all requested endorsements (Target: April 18, 2025).
• [ ] Execute and record mortgage with Cook County Recorder of Deeds (Target: April 21–25, 2025).
• [ ] Obtain and deliver final lender's title insurance policy (or marked-up commitment) to Collateral Agent (Target: April 30, 2025).
B. Property 2: 2750 Commerce Drive, Rockford, IL 61101 (Commitment No. LTA-2025-00472)
1. Commitment Summary. The title insurance commitment for the Rockford property was issued by Landmark Title Assurance Company as Commitment No. LTA-2025-00472, with an effective date of April 4, 2025. The commitment proposes issuance of an ALTA Lender's Policy (2006 form) in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the proposed policy amount of $42,000,000, consistent with the Greystone appraisal for this property.
The grantor and vested owner of the Rockford property is Nexford Precision Components, Inc., a Delaware corporation. Nexford Precision Components, Inc. is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Credit Agreement. Fee simple title to the property is vested in Nexford Precision Components, Inc. by virtue of a Warranty Deed recorded in the Office of the Winnebago County, Illinois Recorder of Deeds on March 22, 2016, as Document No. 2016R006842.
The property is located at 2750 Commerce Drive, Rockford, Illinois 61101, and consists of an approximately 285,000-square-foot precision components manufacturing facility situated on approximately 18.5 acres of land in an industrial district within the City of Rockford. The legal description in the commitment references the property as Lot 7, Block 2 of the Commerce Drive Industrial Park, being a subdivision in Winnebago County, Illinois, according to the plat thereof recorded in the Winnebago County Recorder's Office. The legal description should be confirmed against the vesting deed, the survey, and the mortgage instrument.
The recording jurisdiction is the Winnebago County, Illinois Recorder of Deeds.
2. Schedule B-I Requirements (Conditions to Policy Issuance). The Schedule B-I requirements for the Rockford property are substantially similar to those for the Schaumburg property, as both properties are located in Illinois and are subject to the same state-level statutory and regulatory requirements. The key requirements are as follows:
(a) Execution and Recording of Mortgage. Execution and recording of the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by Nexford Precision Components, Inc., as grantor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the Winnebago County Recorder of Deeds.
(b) Entity Authority. Delivery of the following for Nexford Precision Components, Inc.: (i) certified copy of the Certificate of Incorporation, as filed with the Delaware Secretary of State; (ii) certified copy of the Bylaws; (iii) certified copy of the resolution of the Board of Directors authorizing the execution, delivery, and recording of the mortgage; (iv) certificate of good standing from the Delaware Secretary of State (current within thirty (30) days of recording); and (v) certificate of good standing or certificate of authority from the Illinois Secretary of State, if Nexford Precision Components, Inc. is qualified to transact business in Illinois as a foreign corporation. We note that Nexford Precision Components, Inc. operates a manufacturing facility in Illinois and is presumed to be qualified as a foreign corporation; confirmation is needed from the entity authority documents in the closing binder.
(c) Payment of Mortgage Recording Taxes. Payment of Winnebago County and Illinois state mortgage recording taxes. The recording tax calculation will be based on the face amount of the mortgage as recorded. Pursuant to Sylvia Hartwell's March 10, 2025 tax memorandum, the estimated aggregate recording taxes for the Rockford mortgage are approximately $105,000, though the precise amount depends on the calculation basis applied by the Winnebago County Recorder's office.
(d) Updated Survey or No-Change Affidavit. A no-change affidavit is being prepared for the Rockford property. Nexford has represented that no material construction, alterations, or improvements have been made at the Rockford facility since the most recent ALTA/NSPS survey, dated August 2021. We should confirm this representation with David Engstrom and obtain a signed no-change affidavit from the property owner and, if required, from the original surveyor.
(e) Mechanic's Lien Affidavit. Delivery of a mechanic's lien / no-improvement affidavit from Nexford Precision Components, Inc. confirming that no construction or improvement work has been performed at the Rockford facility within the Illinois mechanic's lien filing period.
(f) Tax Certificates. Delivery of tax certificates from the Winnebago County Treasurer and Winnebago County Clerk confirming current payment of real property taxes with no delinquencies.
3. Schedule B-II Exceptions (Exceptions from Coverage). The Schedule B-II of Commitment No. LTA-2025-00472 lists the following exceptions:
Exception 1: General Real Estate Taxes. "General real estate taxes for the year 2025 and subsequent years, not yet due and payable." Standard and acceptable, as discussed in Section IV.A.3 above.
Exception 2: Easements and Restrictions of Record. The commitment references a Declaration of Covenants and Restrictions for the Commerce Drive Industrial Park, recorded in Winnebago County, which imposes restrictions typical of industrial park developments, including restrictions on permitted uses (limited to industrial, warehousing, and ancillary office uses), building setback requirements, signage restrictions, and common area maintenance obligations. We have reviewed the declaration and note that the restrictions are consistent with the current use of the property as a precision components manufacturing facility and do not contain any provisions that would restrict the granting of a mortgage lien or that would materially impair the use, value, or marketability of the property. This exception is acceptable.
Exception 3: Railroad Easement. "Easement in favor of the Drayton & Co. (n/k/a Sundial Partners LLC) for railroad spur track and appurtenant facilities, as recorded in Winnebago County as Document No. 87-15244, affecting the southerly portion of the subject property." This exception warrants particular attention, as railroad easements on industrial properties can be significant. We have obtained a copy of the easement instrument and note that it grants a perpetual easement for the maintenance and operation of a railroad spur track serving the Commerce Drive Industrial Park. The spur track runs along the southern boundary of the property and provides rail access to loading docks on the south side of the manufacturing facility. The easement is a benefit to the property insofar as it provides rail freight access, which is an important operational feature for a precision components manufacturing plant. However, the easement also imposes obligations on the property owner, including the obligation to maintain a clear zone within the easement area and restrictions on construction of permanent structures within the easement boundaries. Based on our review, the easement does not encroach upon any existing improvements and is consistent with the current layout of the property as shown on the existing survey. The ALTA 28/28.1 endorsement should be obtained to provide additional coverage against loss arising from the exercise of this easement right.
Exception 4: Existing Atlas Meridian Lien. "Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 12, 2019, executed by Nexford Precision Components, Inc. in favor of Atlas Meridian Bank, N.A., as Collateral Agent, recorded in Winnebago County as Document No. 2019R014523." This exception must be removed. The same analysis applies as for the Schaumburg property — the Atlas Meridian payoff was funded at closing on March 28, 2025, and the lien release authorization letter has been delivered. We must confirm that a Release of Mortgage has been prepared and is ready for recording (or has already been recorded) in the Winnebago County Recorder's office.
Exception 5: UCC Fixture Filings — Atlas Meridian. "UCC Financing Statement (Fixture Filing) filed in Winnebago County as Document No. 2019R014530, naming Nexford Precision Components, Inc. as debtor and Atlas Meridian Bank, N.A. as secured party." Same analysis as for the Schaumburg property — to be deleted upon confirmation of UCC-3 termination filing.
We note that no exception for mineral rights was identified in the Rockford commitment, which is consistent with the typical title characteristics of industrial properties in the Rockford, Illinois area, where mineral rights reservations are uncommon.
4. Endorsements. The same Illinois endorsement package requested for the Schaumburg property has been requested for the Rockford property. All endorsements listed in Section III.E above are available under Illinois law. Specifically:
• The ALTA 3.1 (Zoning — Improved Land) endorsement should confirm that the property is classified in an appropriate industrial zoning district under the City of Rockford zoning ordinance and that the current use as a precision components manufacturing facility is a permitted use under such classification. We have requested this confirmation from Landmark Title.
• The Environmental Protection Lien endorsement is available and has been requested.
• All other endorsements, including the ALTA 9.3, ALTA 17, ALTA 22, ALTA 25, ALTA 28, ALTA 35, Variable Rate, and Future Advance endorsements, are available and have been requested.
5. Action Items — Rockford Property.
• [ ] Deliver updated survey or no-change affidavit (with confirmation from David Engstrom that no material changes have been made since the August 2021 survey) (Target: April 18, 2025).
• [ ] Deliver entity authority documents for Nexford Precision Components, Inc. to Landmark Title, including updated good standing certificates (Target: April 16, 2025).
• [ ] Confirm removal of Atlas Meridian liens — obtain and deliver recorded Release of Mortgage from Winnebago County Recorder of Deeds (Target: April 18, 2025).
• [ ] Confirm termination of UCC fixture filing in favor of Atlas Meridian (Target: April 16, 2025).
• [ ] Deliver mechanic's lien / no-improvement affidavit (Target: April 18, 2025).
• [ ] Obtain Winnebago County tax certificates (Target: April 21, 2025).
• [ ] Execute and record mortgage with Winnebago County Recorder of Deeds (Target: April 21–25, 2025).
• [ ] Obtain and deliver final lender's title insurance policy (or marked-up commitment) to Collateral Agent (Target: April 30, 2025).
C. Property 3: 600 Manufacturers Row, Greenville, SC 29607 (Commitment No. LTA-2025-00473)
1. Commitment Summary. The title insurance commitment for the Greenville property was issued by Landmark Title Assurance Company as Commitment No. LTA-2025-00473, with an effective date of April 4, 2025. The commitment proposes issuance of an ALTA Lender's Policy (2006 form) in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in the proposed policy amount of $38,000,000, consistent with the Greystone appraisal.
The grantor and vested owner of the Greenville property is Nexford Engineered Systems, LLC, a Delaware limited liability company. Nexford Engineered Systems, LLC is a wholly owned subsidiary of the Borrower and is a Subsidiary Guarantor under the Credit Agreement. Fee simple title to the property is vested in Nexford Engineered Systems, LLC by virtue of a General Warranty Deed recorded in the Office of the Greenville County, South Carolina Register of Deeds on November 3, 2020, as recorded in Deed Book 4982, Page 1147.
The property is located at 600 Manufacturers Row, Greenville, South Carolina 29607, and consists of an approximately 195,000-square-foot engineered systems manufacturing and assembly facility situated on approximately 12.8 acres of land in an industrial area within Greenville County. The legal description in the commitment references the property by metes and bounds description and by reference to a prior recorded plat. The legal description should be confirmed against the vesting deed, the survey, and the mortgage instrument.
The recording jurisdiction is the Greenville County, South Carolina Register of Deeds.
2. Schedule B-I Requirements (Conditions to Policy Issuance). The Schedule

MEMORANDUM

I. EXECUTIVE SUMMARY

II. BACKGROUND AND TRANSACTION CONTEXT

III. GENERAL STANDARDS AND REQUIREMENTS APPLICABLE TO ALL COMMITMENTS

IV. PROPERTY-SPECIFIC COMMITMENT REVIEWS

Record

Parties

Dates

Amounts