1005-00001 · Nexford Industrial Holdings · UCC Filings

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UCC FINANCING STATEMENT

(Form UCC1)

INTERNATIONAL ASSOCIATION OF COMMERCIAL ADMINISTRATORS (IACA) MODEL FORM Filed Pursuant to Delaware Uniform Commercial Code, Article 9

Date Prepared: March 28, 2025

FILING OFFICE:

Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901

This is a standard UCC-1 Financing Statement prepared in accordance with the International Association of Commercial Administrators (IACA) model form for filing under Delaware UCC Article 9. This financing statement covers a security interest in personal property. The filing is made with the Delaware Secretary of State as the proper filing office under UCC § 9-301, the Debtor being organized under the laws of the State of Delaware.

UCC FINANCING STATEMENT

Box A — FILING OFFICE USE ONLY

This box is reserved for completion by the Delaware Secretary of State, Division of Corporations, upon acceptance and filing of this Financing Statement. No information should be entered in this box by the filer.

Box 1 — DEBTOR INFORMATION (ORGANIZATION DEBTOR)

1a. Organization's Name:

The name set forth above is the exact legal name of the Debtor as it appears in the Debtor's public organic record filed with the Delaware Secretary of State. This name has been verified against the records of the Delaware Division of Corporations and conforms to the requirements of Delaware UCC § 9-503(a)(1), which requires that a financing statement sufficiently provide the name of the debtor if the debtor is a registered organization by setting forth the name shown on the public organic record most recently filed with or issued or enacted by the debtor's jurisdiction of organization.

1b. Mailing Address:

1c. Additional Debtor Information:

Note: The organizational identification number referenced above is the file number assigned to Nexford Engineered Systems, LLC by the Delaware Secretary of State upon formation. This number will be confirmed and inserted prior to filing. The Debtor is a registered organization formed and existing under the laws of the State of Delaware, and accordingly, the Delaware Secretary of State is the appropriate filing office under UCC § 9-301(1).

Box 2 — ADDITIONAL DEBTOR (IF APPLICABLE)

Not Applicable. There is no additional debtor on this filing. This UCC-1 Financing Statement covers only one debtor: Nexford Engineered Systems, LLC. Separate UCC-1 Financing Statements are being filed concurrently with respect to each other Loan Party under the Credit Agreement in the appropriate filing jurisdictions.

Box 3 — SECURED PARTY INFORMATION

3a. Secured Party's Name (Organization):

The Secured Party named above acts in its capacity as Collateral Agent pursuant to the Credit Agreement and the Security Agreement (each as defined herein). Crescent Harbor Bank, N.A. serves as Collateral Agent for the benefit of all Secured Parties, as such term is defined in that certain Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent.

3b. Mailing Address:

Box 4 — COLLATERAL DESCRIPTION

The collateral covered by this Financing Statement consists of the following:

All assets of the Debtor, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, including, without limitation, all of the Debtor's right, title, and interest in and to each of the following, in each case whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

(a) All accounts and accounts receivable, including, without limitation, all rights to payment of a monetary obligation, whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, for services rendered or to be rendered, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit or charge card or information contained on or for use with the card, and as otherwise defined in Article 9 of the Uniform Commercial Code as in effect in the relevant jurisdiction;

(b) All chattel paper, including all electronic chattel paper and tangible chattel paper, and all rights arising thereunder, including, without limitation, all records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods;

(c) All deposit accounts, including, without limitation, all demand, time, savings, passbook, or similar accounts maintained at any bank, savings and loan association, credit union, or similar financial institution, and all funds and amounts therein, together with all interest, dividends, and other income earned thereon;

(d) All documents, including all documents of title, whether negotiable or non-negotiable, including, without limitation, all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers;

(e) All equipment, including, without limitation, all machinery, apparatus, tools, dies, molds, jigs, fixtures, furniture, furnishings, vehicles (to the extent not excluded from the collateral under the Security Agreement), computers, electronic data processing and other office equipment, supplies, and all other tangible personal property of every kind and description that is used or bought for use primarily in the business operations of the Debtor, together with all accessions, parts, attachments, accessories, and replacements therefor;

(f) All fixtures, including, without limitation, all goods that have become so related to particular real property that an interest in them arises under real property law;

(g) All general intangibles, including, without limitation, all payment intangibles and software, and all choses in action, causes of action, tax refunds and refund claims, rights under contracts, partnership and limited liability company interests (to the extent constituting general intangibles), corporate and other business records, customer lists, goodwill, inventions, designs, drawings, blueprints, trade secrets, patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright applications, registrations and licenses therefor, rights under license agreements, domain names, internet addresses and URLs, trade names, licenses, permits, franchises, all rights of indemnification, and all other intangible personal property of every kind and nature;

(h) All goods, including, without limitation, all inventory, equipment, and fixtures, and all accessions to, substitutions for, and replacements of any of the foregoing;

(i) All instruments, including, without limitation, all promissory notes, drafts, checks, certificated securities (to the extent constituting instruments), and any other writings that evidence a right to the payment of a monetary obligation, are not themselves security agreements or leases, and are of a type that in the ordinary course of business are transferred by delivery with any necessary indorsement or assignment;

(j) All inventory, including, without limitation, all goods held for sale or lease or to be furnished under contracts of service, all raw materials, work in process, finished goods, materials and supplies of every nature used or usable in connection with the manufacture, production, packing, shipping, advertising, selling, leasing, or furnishing of such goods, and all documents of title representing any of the above;

(k) All investment property, including, without limitation, all certificated securities and uncertificated securities, all securities accounts, all securities entitlements, all commodity contracts, and all commodity accounts, and all financial assets held in any securities account, and all rights, options, warrants, and other property distributable on account of any investment property;

(l) All letter-of-credit rights, including, without limitation, all rights to payment or performance under any letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance;

(m) All letters of credit, whether standby or commercial, and all drafts, acceptances, and documents presented or to be presented in connection therewith;

(n) All money, including, without limitation, all coins, currency, and funds, whether in United States dollars or in any foreign currency, held by or on behalf of the Debtor;

(o) All commercial tort claims, to the extent identified and described in the Security Agreement dated as of March 28, 2025, and any supplement or amendment thereto, including, without limitation, all claims now existing or hereafter arising that have been so identified in accordance with the terms of the Security Agreement;

(p) All supporting obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations that support the payment or performance of any of the foregoing collateral;

(q) All intellectual property and intellectual property licenses, including, without limitation, all patents, patent applications, patent licenses, trademarks, trademark applications, trademark licenses, service marks, service mark applications, copyrights, copyright applications, copyright licenses, trade secrets, mask works, trade dress, proprietary technology, know-how, processes, and formulae, and all goodwill associated therewith, in each case whether registered or unregistered, domestic or foreign, and all rights to sue or recover at law or in equity for any infringement, misappropriation, dilution, or other impairment thereof;

(r) All books and records relating to any of the foregoing, including, without limitation, all customer lists, credit files, correspondence, computer programs, tapes, disks, and other storage media and related data processing software, that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection or realization thereof;

(s) All proceeds and products of any and all of the foregoing collateral, including, without limitation, all insurance proceeds, all cash proceeds, and all noncash proceeds, and all collections and distributions on account of any of the foregoing, all rights to receive any of the foregoing, and all rights arising out of the foregoing, including, without limitation, claims against third parties for loss of, damage to, or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance relating to any of the foregoing, and any condemnation or requisition payments with respect thereto.

Reference to Governing Documents:

This Financing Statement is filed in connection with and to perfect the security interests granted pursuant to that certain Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, the other grantors party thereto from time to time (including the Debtor, Nexford Engineered Systems, LLC), and Crescent Harbor Bank, N.A., as Collateral Agent for the Secured Parties. The Security Agreement was entered into in connection with that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, providing for a $1,400,000,000 Senior Secured Term Loan B facility.

The collateral description set forth in this Financing Statement is intended to be co-extensive with the collateral described in the Security Agreement, and any limitations, exclusions, or exceptions set forth in the Security Agreement (including, without limitation, any excluded assets) shall apply to the security interest evidenced by this Financing Statement. In the event of any conflict between the terms of this Financing Statement and the terms of the Security Agreement, the terms of the Security Agreement shall control as between the parties thereto; provided, however, that nothing in this Financing Statement shall be construed to limit or restrict the scope of the perfection effected hereby.

Box 5 — CHECK BOXES / ALTERNATIVE DESIGNATIONS

5a. Check only if applicable:

• [ ] Collateral is held in a Trust (Debtor is a Trust or Trustee acting with respect to property held in trust) — NOT CHECKED

• [ ] Debtor is a Transmitting Utility — NOT CHECKED

5b. Check only if applicable:

• [ ] Agricultural Lien — NOT CHECKED

• [ ] This Financing Statement is filed as a Fixture Filing — NOT CHECKED

Note regarding Fixture Filings: This UCC-1 Financing Statement is not filed as a fixture filing. To the extent that any collateral constitutes fixtures, separate fixture filings and/or mortgages will be recorded post-closing in the applicable county recording offices as separate instruments in accordance with the requirements of applicable state law. Such fixture filings, if applicable, will be filed in the real property records of each county in which real property of the Debtor is located, as required to perfect the security interest in fixtures under UCC § 9-502(b).

Box 6 — OPTIONAL FILER REFERENCE DATA

The information set forth in this box 6 is provided solely for the convenience of the filer and the filing office and does not form part of the Financing Statement for purposes of perfection of the security interest described herein. The inclusion or exclusion of any reference data in this box shall have no effect on the validity, effectiveness, or priority of this Financing Statement.

Box 7 — ADDITIONAL INFORMATION

7a. Filing to Which This Relates:

This is an original filing. This Financing Statement does not relate to a prior filing and is not an amendment, assignment, continuation, or termination of any existing financing statement. This is a new initial filing of a UCC-1 Financing Statement.

Note: Existing UCC-1 Financing Statements on file with the Delaware Secretary of State in favor of Atlas Meridian Bank, N.A., as the prior collateral agent under the existing Credit Agreement dated June 14, 2019, as amended and restated, will be terminated via UCC-3 Termination Statements to be filed on or about March 31, 2025. Until such UCC-3 Termination Statements are filed and accepted by the applicable filing offices, both the existing financing statements and this Financing Statement will appear on lien search results for the Debtor.

7b. Filer Contact Information:

This Financing Statement has been prepared by and upon filing, the acknowledgment copy should be returned to:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Marcus Leung, Esq.

Telephone: (212) 558-4000

Email: mleung@calderwoodharkness.com

Reference: Matter No. 1005-00001

FILING FEE AND INSTRUCTIONS

Filing Fee: The filing fee for this UCC-1 Financing Statement shall be the standard fee as set forth in the Delaware Secretary of State's current filing fee schedule for UCC filings. As of the date of preparation of this Financing Statement, the standard filing fee for a UCC-1 Financing Statement filed with the Delaware Secretary of State is in accordance with 6 Del. C. § 9-525 and the fee schedule published by the Delaware Division of Corporations.

Filing Method: This Financing Statement is to be submitted for filing electronically via the Delaware Secretary of State's online filing system (Delaware iStar UCC Filing System) or, if electronic filing is not available or practicable, by mail or courier delivery to the Delaware Secretary of State, Division of Corporations, at the filing office address set forth on the first page of this Financing Statement.

Acknowledgment Copy: The filer requests that an acknowledgment copy of this Financing Statement, stamped and bearing the file number, date, and time of filing assigned by the filing office, be returned to Calderwood & Harkness LLP at the address set forth in box 7b above.

Filer's Instructions to Filing Office: Please file this Financing Statement and return an acknowledgment copy bearing the assigned file number and filing date/time to the filer contact identified above. If this Financing Statement cannot be accepted for filing for any reason, please contact Marcus Leung at Calderwood & Harkness LLP at (212) 558-4000 immediately upon determination that the filing cannot be accepted, and return all documents and fees to the filer contact address.

SIGNATURE. The Secured Party named below hereby authorizes the filing of this UCC-1 Financing Statement with the Delaware Secretary of State, Division of Corporations.

CRESCENT HARBOR BANK, N.A., as Collateral Agent for the Secured Parties

By: ________

Name: ________

Title: ________

Date: ________

Authorization Note: Under Delaware UCC § 9-509(a) and (b), the Debtor has authorized the filing of this Financing Statement. Such authorization was granted pursuant to Section 4.5 of the Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the other grantors party thereto (including Nexford Engineered Systems, LLC, as Debtor), and Crescent Harbor Bank, N.A., as Collateral Agent. Pursuant to UCC § 9-509, the Debtor's signature is not required on this Financing Statement, and accordingly, the Debtor has not executed this Financing Statement. The Security Agreement constitutes the Debtor's authorization for the Secured Party to file this Financing Statement and any amendments thereto (including amendments adding collateral or adding the Debtor) without further consent or signature of the Debtor.

FILING MEMORANDUM

*(For Internal Use Only — Not for Filing)*

CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE

To: Closing File — Nexford Industrial Holdings Inc. Term Loan B

From: Marcus Leung, Calderwood & Harkness LLP

Date: March 28, 2025

Re: UCC-1 Filing — Nexford Engineered Systems, LLC (Delaware)

Transaction Context:

This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed simultaneously at the closing of the $1,400,000,000 Senior Secured Term Loan B Credit Agreement on March 28, 2025. These filings cover all Loan Parties across six (6) filing jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan.

Debtor Information:

Nexford Engineered Systems, LLC is a Delaware limited liability company and a Subsidiary Guarantor under the Credit Agreement and the Guarantee Agreement dated as of March 28, 2025. The Debtor's chief executive office and principal place of business is located at 600 Manufacturers Row, Greenville, South Carolina 29607. However, because the Debtor is organized under the laws of the State of Delaware, the proper filing jurisdiction under UCC § 9-301(1) is the Delaware Secretary of State, without regard to the Debtor's physical location or principal place of business.

Secured Party Information:

The Secured Party, Crescent Harbor Bank, N.A., acts as Collateral Agent for the benefit of all Secured Parties under the Credit Agreement, including the Administrative Agent, each Lender, and each other Secured Party as defined therein.

Collateral Description:

The collateral description uses an "all assets" formulation consistent with the Security Agreement, which grants a first-priority security interest in substantially all personal property of the Borrower and each Guarantor, subject to certain excluded assets. The excluded assets under the Security Agreement include: (i) motor vehicles with an individual book value below $250,000 per vehicle; (ii) letter-of-credit rights with a face amount under $1,000,000; (iii) commercial tort claims with a value under $2,500,000; and (iv) assets where the cost of pledging would be excessive relative to the benefit to the Secured Parties, as determined by the Collateral Agent in its reasonable discretion. These exclusions are governed solely by the terms of the Security Agreement and do not require carve-out language in the Financing Statement itself. The broad "all assets" description in the Financing Statement ensures maximum perfection coverage and avoids the risk that a narrow collateral description in the Financing Statement might inadvertently fail to encompass collateral that is intended to be covered.

Prior Liens — Termination of Existing Filings:

Existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. (the prior collateral agent under the existing Credit Agreement dated June 14, 2019, as amended and restated, and as further amended) will be terminated via UCC-3 Termination Statements to be filed on March 31, 2025. The three-business-day gap between the new filings and the termination of existing filings is by agreement among the parties and is expected to have no adverse impact on priority, as the new filings are made with the consent and at the direction of all parties.

Confirmation of Filing Jurisdiction:

A Uniform Commercial Code search of the Delaware Secretary of State records was conducted by National Corporate Filings, Inc. on March 25, 2025, and the results have been reviewed. The search confirms the exact legal name of the Debtor as shown in the public organic records of the Delaware Secretary of State and confirms the existing filings in favor of Atlas Meridian Bank, N.A. that are to be terminated.

CONFIDENTIAL: This filing memorandum is prepared solely for internal use by Calderwood & Harkness LLP and its client, Crescent Harbor Bank, N.A., in connection with the above-referenced transaction. This memorandum is not intended for filing with any governmental office or authority and is protected by the attorney-client privilege and the work product doctrine. This memorandum should not be included in the closing binder or distributed to third parties without the prior written consent of Calderwood & Harkness LLP.

File Number:	(Reserved for filing office)
Date of Filing:	(Reserved for filing office)
Time of Filing:	(Reserved for filing office)
Filing Officer:	(Reserved for filing office)

Filing Office Stamp:

Exact Legal Name of Debtor (Organization):	Nexford Engineered Systems, LLC
Street Address:	600 Manufacturers Row
City:	Greenville
State:	South Carolina
Zip Code:	29607
Country:	United States of America
Type of Organization:	Limited Liability Company
Jurisdiction of Organization:	Delaware
Organizational Identification Number:	(Delaware Secretary of State File Number for Nexford Engineered Systems, LLC — to be provided upon verification)
Exact Legal Name of Secured Party (Organization):	Crescent Harbor Bank, N.A.
Capacity:	In its capacity as Collateral Agent for the benefit of the Secured Parties
Street Address:	320 Federal Street
City:	Boston
State:	Massachusetts
Zip Code:	02110
Country:	United States of America
Reference Item	Detail
Law Firm Matter Number:	Calderwood & Harkness LLP Matter No. 1005-00001
Transaction Reference:	Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
Credit Agreement Date:	Credit Agreement dated as of March 28, 2025
Anticipated CUSIP:	65432X AA1
Anticipated LoanX ID:	LX-234567

UCC FINANCING STATEMENT
(Form UCC1)
INTERNATIONAL ASSOCIATION OF COMMERCIAL ADMINISTRATORS (IACA) MODEL FORM Filed Pursuant to Delaware Uniform Commercial Code, Article 9
Date Prepared: March 28, 2025
FILING OFFICE:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
This is a standard UCC-1 Financing Statement prepared in accordance with the International Association of Commercial Administrators (IACA) model form for filing under Delaware UCC Article 9. This financing statement covers a security interest in personal property. The filing is made with the Delaware Secretary of State as the proper filing office under UCC § 9-301, the Debtor being organized under the laws of the State of Delaware.
UCC FINANCING STATEMENT
Box A — FILING OFFICE USE ONLY
This box is reserved for completion by the Delaware Secretary of State, Division of Corporations, upon acceptance and filing of this Financing Statement. No information should be entered in this box by the filer.
Box 1 — DEBTOR INFORMATION (ORGANIZATION DEBTOR)
1a. Organization's Name:
The name set forth above is the exact legal name of the Debtor as it appears in the Debtor's public organic record filed with the Delaware Secretary of State. This name has been verified against the records of the Delaware Division of Corporations and conforms to the requirements of Delaware UCC § 9-503(a)(1), which requires that a financing statement sufficiently provide the name of the debtor if the debtor is a registered organization by setting forth the name shown on the public organic record most recently filed with or issued or enacted by the debtor's jurisdiction of organization.
1b. Mailing Address:
1c. Additional Debtor Information:
Note: The organizational identification number referenced above is the file number assigned to Nexford Engineered Systems, LLC by the Delaware Secretary of State upon formation. This number will be confirmed and inserted prior to filing. The Debtor is a registered organization formed and existing under the laws of the State of Delaware, and accordingly, the Delaware Secretary of State is the appropriate filing office under UCC § 9-301(1).
Box 2 — ADDITIONAL DEBTOR (IF APPLICABLE)
Not Applicable. There is no additional debtor on this filing. This UCC-1 Financing Statement covers only one debtor: Nexford Engineered Systems, LLC. Separate UCC-1 Financing Statements are being filed concurrently with respect to each other Loan Party under the Credit Agreement in the appropriate filing jurisdictions.
Box 3 — SECURED PARTY INFORMATION
3a. Secured Party's Name (Organization):
The Secured Party named above acts in its capacity as Collateral Agent pursuant to the Credit Agreement and the Security Agreement (each as defined herein). Crescent Harbor Bank, N.A. serves as Collateral Agent for the benefit of all Secured Parties, as such term is defined in that certain Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent.
3b. Mailing Address:
Box 4 — COLLATERAL DESCRIPTION
The collateral covered by this Financing Statement consists of the following:
All assets of the Debtor, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, including, without limitation, all of the Debtor's right, title, and interest in and to each of the following, in each case whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:
(a) All accounts and accounts receivable, including, without limitation, all rights to payment of a monetary obligation, whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, for services rendered or to be rendered, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit or charge card or information contained on or for use with the card, and as otherwise defined in Article 9 of the Uniform Commercial Code as in effect in the relevant jurisdiction;
(b) All chattel paper, including all electronic chattel paper and tangible chattel paper, and all rights arising thereunder, including, without limitation, all records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods;
(c) All deposit accounts, including, without limitation, all demand, time, savings, passbook, or similar accounts maintained at any bank, savings and loan association, credit union, or similar financial institution, and all funds and amounts therein, together with all interest, dividends, and other income earned thereon;
(d) All documents, including all documents of title, whether negotiable or non-negotiable, including, without limitation, all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers;
(e) All equipment, including, without limitation, all machinery, apparatus, tools, dies, molds, jigs, fixtures, furniture, furnishings, vehicles (to the extent not excluded from the collateral under the Security Agreement), computers, electronic data processing and other office equipment, supplies, and all other tangible personal property of every kind and description that is used or bought for use primarily in the business operations of the Debtor, together with all accessions, parts, attachments, accessories, and replacements therefor;
(f) All fixtures, including, without limitation, all goods that have become so related to particular real property that an interest in them arises under real property law;
(g) All general intangibles, including, without limitation, all payment intangibles and software, and all choses in action, causes of action, tax refunds and refund claims, rights under contracts, partnership and limited liability company interests (to the extent constituting general intangibles), corporate and other business records, customer lists, goodwill, inventions, designs, drawings, blueprints, trade secrets, patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright applications, registrations and licenses therefor, rights under license agreements, domain names, internet addresses and URLs, trade names, licenses, permits, franchises, all rights of indemnification, and all other intangible personal property of every kind and nature;
(h) All goods, including, without limitation, all inventory, equipment, and fixtures, and all accessions to, substitutions for, and replacements of any of the foregoing;
(i) All instruments, including, without limitation, all promissory notes, drafts, checks, certificated securities (to the extent constituting instruments), and any other writings that evidence a right to the payment of a monetary obligation, are not themselves security agreements or leases, and are of a type that in the ordinary course of business are transferred by delivery with any necessary indorsement or assignment;
(j) All inventory, including, without limitation, all goods held for sale or lease or to be furnished under contracts of service, all raw materials, work in process, finished goods, materials and supplies of every nature used or usable in connection with the manufacture, production, packing, shipping, advertising, selling, leasing, or furnishing of such goods, and all documents of title representing any of the above;
(k) All investment property, including, without limitation, all certificated securities and uncertificated securities, all securities accounts, all securities entitlements, all commodity contracts, and all commodity accounts, and all financial assets held in any securities account, and all rights, options, warrants, and other property distributable on account of any investment property;
(l) All letter-of-credit rights, including, without limitation, all rights to payment or performance under any letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance;
(m) All letters of credit, whether standby or commercial, and all drafts, acceptances, and documents presented or to be presented in connection therewith;
(n) All money, including, without limitation, all coins, currency, and funds, whether in United States dollars or in any foreign currency, held by or on behalf of the Debtor;
(o) All commercial tort claims, to the extent identified and described in the Security Agreement dated as of March 28, 2025, and any supplement or amendment thereto, including, without limitation, all claims now existing or hereafter arising that have been so identified in accordance with the terms of the Security Agreement;
(p) All supporting obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations that support the payment or performance of any of the foregoing collateral;
(q) All intellectual property and intellectual property licenses, including, without limitation, all patents, patent applications, patent licenses, trademarks, trademark applications, trademark licenses, service marks, service mark applications, copyrights, copyright applications, copyright licenses, trade secrets, mask works, trade dress, proprietary technology, know-how, processes, and formulae, and all goodwill associated therewith, in each case whether registered or unregistered, domestic or foreign, and all rights to sue or recover at law or in equity for any infringement, misappropriation, dilution, or other impairment thereof;
(r) All books and records relating to any of the foregoing, including, without limitation, all customer lists, credit files, correspondence, computer programs, tapes, disks, and other storage media and related data processing software, that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection or realization thereof;
(s) All proceeds and products of any and all of the foregoing collateral, including, without limitation, all insurance proceeds, all cash proceeds, and all noncash proceeds, and all collections and distributions on account of any of the foregoing, all rights to receive any of the foregoing, and all rights arising out of the foregoing, including, without limitation, claims against third parties for loss of, damage to, or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance relating to any of the foregoing, and any condemnation or requisition payments with respect thereto.
Reference to Governing Documents:
This Financing Statement is filed in connection with and to perfect the security interests granted pursuant to that certain Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, the other grantors party thereto from time to time (including the Debtor, Nexford Engineered Systems, LLC), and Crescent Harbor Bank, N.A., as Collateral Agent for the Secured Parties. The Security Agreement was entered into in connection with that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, the Lenders party thereto from time to time, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, providing for a $1,400,000,000 Senior Secured Term Loan B facility.
The collateral description set forth in this Financing Statement is intended to be co-extensive with the collateral described in the Security Agreement, and any limitations, exclusions, or exceptions set forth in the Security Agreement (including, without limitation, any excluded assets) shall apply to the security interest evidenced by this Financing Statement. In the event of any conflict between the terms of this Financing Statement and the terms of the Security Agreement, the terms of the Security Agreement shall control as between the parties thereto; provided, however, that nothing in this Financing Statement shall be construed to limit or restrict the scope of the perfection effected hereby.
Box 5 — CHECK BOXES / ALTERNATIVE DESIGNATIONS
5a. Check only if applicable:
•  [ ] Collateral is held in a Trust (Debtor is a Trust or Trustee acting with respect to property held in trust) — NOT CHECKED
•  [ ] Debtor is a Transmitting Utility — NOT CHECKED
5b. Check only if applicable:
•  [ ] Agricultural Lien — NOT CHECKED
•  [ ] This Financing Statement is filed as a Fixture Filing — NOT CHECKED
Note regarding Fixture Filings: This UCC-1 Financing Statement is not filed as a fixture filing. To the extent that any collateral constitutes fixtures, separate fixture filings and/or mortgages will be recorded post-closing in the applicable county recording offices as separate instruments in accordance with the requirements of applicable state law. Such fixture filings, if applicable, will be filed in the real property records of each county in which real property of the Debtor is located, as required to perfect the security interest in fixtures under UCC § 9-502(b).
Box 6 — OPTIONAL FILER REFERENCE DATA
The information set forth in this box 6 is provided solely for the convenience of the filer and the filing office and does not form part of the Financing Statement for purposes of perfection of the security interest described herein. The inclusion or exclusion of any reference data in this box shall have no effect on the validity, effectiveness, or priority of this Financing Statement.
Box 7 — ADDITIONAL INFORMATION
7a. Filing to Which This Relates:
This is an original filing. This Financing Statement does not relate to a prior filing and is not an amendment, assignment, continuation, or termination of any existing financing statement. This is a new initial filing of a UCC-1 Financing Statement.
Note: Existing UCC-1 Financing Statements on file with the Delaware Secretary of State in favor of Atlas Meridian Bank, N.A., as the prior collateral agent under the existing Credit Agreement dated June 14, 2019, as amended and restated, will be terminated via UCC-3 Termination Statements to be filed on or about March 31, 2025. Until such UCC-3 Termination Statements are filed and accepted by the applicable filing offices, both the existing financing statements and this Financing Statement will appear on lien search results for the Debtor.
7b. Filer Contact Information:
This Financing Statement has been prepared by and upon filing, the acknowledgment copy should be returned to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung, Esq.
Telephone: (212) 558-4000
Email: mleung@calderwoodharkness.com
Reference: Matter No. 1005-00001
FILING FEE AND INSTRUCTIONS
Filing Fee: The filing fee for this UCC-1 Financing Statement shall be the standard fee as set forth in the Delaware Secretary of State's current filing fee schedule for UCC filings. As of the date of preparation of this Financing Statement, the standard filing fee for a UCC-1 Financing Statement filed with the Delaware Secretary of State is in accordance with 6 Del. C. § 9-525 and the fee schedule published by the Delaware Division of Corporations.
Filing Method: This Financing Statement is to be submitted for filing electronically via the Delaware Secretary of State's online filing system (Delaware iStar UCC Filing System) or, if electronic filing is not available or practicable, by mail or courier delivery to the Delaware Secretary of State, Division of Corporations, at the filing office address set forth on the first page of this Financing Statement.
Acknowledgment Copy: The filer requests that an acknowledgment copy of this Financing Statement, stamped and bearing the file number, date, and time of filing assigned by the filing office, be returned to Calderwood & Harkness LLP at the address set forth in box 7b above.
Filer's Instructions to Filing Office: Please file this Financing Statement and return an acknowledgment copy bearing the assigned file number and filing date/time to the filer contact identified above. If this Financing Statement cannot be accepted for filing for any reason, please contact Marcus Leung at Calderwood & Harkness LLP at (212) 558-4000 immediately upon determination that the filing cannot be accepted, and return all documents and fees to the filer contact address.
SIGNATURE.  The Secured Party named below hereby authorizes the filing of this UCC-1 Financing Statement with the Delaware Secretary of State, Division of Corporations.
CRESCENT HARBOR BANK, N.A., as Collateral Agent for the Secured Parties
By: ________
Name: ________
Title: ________
Date: ________
Authorization Note: Under Delaware UCC § 9-509(a) and (b), the Debtor has authorized the filing of this Financing Statement. Such authorization was granted pursuant to Section 4.5 of the Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the other grantors party thereto (including Nexford Engineered Systems, LLC, as Debtor), and Crescent Harbor Bank, N.A., as Collateral Agent. Pursuant to UCC § 9-509, the Debtor's signature is not required on this Financing Statement, and accordingly, the Debtor has not executed this Financing Statement. The Security Agreement constitutes the Debtor's authorization for the Secured Party to file this Financing Statement and any amendments thereto (including amendments adding collateral or adding the Debtor) without further consent or signature of the Debtor.
FILING MEMORANDUM
*(For Internal Use Only — Not for Filing)*
CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE
To: Closing File — Nexford Industrial Holdings Inc. Term Loan B
From: Marcus Leung, Calderwood & Harkness LLP
Date: March 28, 2025
Re: UCC-1 Filing — Nexford Engineered Systems, LLC (Delaware)
Transaction Context:
This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed simultaneously at the closing of the $1,400,000,000 Senior Secured Term Loan B Credit Agreement on March 28, 2025. These filings cover all Loan Parties across six (6) filing jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan.
Debtor Information:
Nexford Engineered Systems, LLC is a Delaware limited liability company and a Subsidiary Guarantor under the Credit Agreement and the Guarantee Agreement dated as of March 28, 2025. The Debtor's chief executive office and principal place of business is located at 600 Manufacturers Row, Greenville, South Carolina 29607. However, because the Debtor is organized under the laws of the State of Delaware, the proper filing jurisdiction under UCC § 9-301(1) is the Delaware Secretary of State, without regard to the Debtor's physical location or principal place of business.
Secured Party Information:
The Secured Party, Crescent Harbor Bank, N.A., acts as Collateral Agent for the benefit of all Secured Parties under the Credit Agreement, including the Administrative Agent, each Lender, and each other Secured Party as defined therein.
Collateral Description:
The collateral description uses an "all assets" formulation consistent with the Security Agreement, which grants a first-priority security interest in substantially all personal property of the Borrower and each Guarantor, subject to certain excluded assets. The excluded assets under the Security Agreement include: (i) motor vehicles with an individual book value below $250,000 per vehicle; (ii) letter-of-credit rights with a face amount under $1,000,000; (iii) commercial tort claims with a value under $2,500,000; and (iv) assets where the cost of pledging would be excessive relative to the benefit to the Secured Parties, as determined by the Collateral Agent in its reasonable discretion. These exclusions are governed solely by the terms of the Security Agreement and do not require carve-out language in the Financing Statement itself. The broad "all assets" description in the Financing Statement ensures maximum perfection coverage and avoids the risk that a narrow collateral description in the Financing Statement might inadvertently fail to encompass collateral that is intended to be covered.
Prior Liens — Termination of Existing Filings:
Existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. (the prior collateral agent under the existing Credit Agreement dated June 14, 2019, as amended and restated, and as further amended) will be terminated via UCC-3 Termination Statements to be filed on March 31, 2025. The three-business-day gap between the new filings and the termination of existing filings is by agreement among the parties and is expected to have no adverse impact on priority, as the new filings are made with the consent and at the direction of all parties.
Confirmation of Filing Jurisdiction:
A Uniform Commercial Code search of the Delaware Secretary of State records was conducted by National Corporate Filings, Inc. on March 25, 2025, and the results have been reviewed. The search confirms the exact legal name of the Debtor as shown in the public organic records of the Delaware Secretary of State and confirms the existing filings in favor of Atlas Meridian Bank, N.A. that are to be terminated.
CONFIDENTIAL: This filing memorandum is prepared solely for internal use by Calderwood & Harkness LLP and its client, Crescent Harbor Bank, N.A., in connection with the above-referenced transaction. This memorandum is not intended for filing with any governmental office or authority and is protected by the attorney-client privilege and the work product doctrine. This memorandum should not be included in the closing binder or distributed to third parties without the prior written consent of Calderwood & Harkness LLP.
File Number: | (Reserved for filing office)
Date of Filing: | (Reserved for filing office)
Time of Filing: | (Reserved for filing office)
Filing Officer: | (Reserved for filing office)
Filing Office Stamp:
Exact Legal Name of Debtor (Organization): | Nexford Engineered Systems, LLC
Street Address: | 600 Manufacturers Row
City: | Greenville
State: | South Carolina
Zip Code: | 29607
Country: | United States of America
Type of Organization: | Limited Liability Company
Jurisdiction of Organization: | Delaware
Organizational Identification Number: | (Delaware Secretary of State File Number for Nexford Engineered Systems, LLC — to be provided upon verification)
Exact Legal Name of Secured Party (Organization): | Crescent Harbor Bank, N.A.
Capacity: | In its capacity as Collateral Agent for the benefit of the Secured Parties
Street Address: | 320 Federal Street
City: | Boston
State: | Massachusetts
Zip Code: | 02110
Country: | United States of America
Reference Item | Detail
Law Firm Matter Number: | Calderwood & Harkness LLP Matter No. 1005-00001
Transaction Reference: | Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
Credit Agreement Date: | Credit Agreement dated as of March 28, 2025
Anticipated CUSIP: | 65432X AA1
Anticipated LoanX ID: | LX-234567

UCC FINANCING STATEMENT

FILING OFFICE:

UCC FINANCING STATEMENT

FILING FEE AND INSTRUCTIONS

FILING MEMORANDUM

Record

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