Contract analysis

1. Authorization of the Refinancing and Dividend Recapitalization RESOLVED, that the refinancing of the Company's existing first lien term loan and revolving credit facility under the Existing Credit Agreement with Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the entry by the Company into the $1,400,000,000 Term Loan B Facility with Crescent Harbor, as Administrative Agent and Collater

2. Authorization of the Credit Agreement RESOLVED, that the Company is hereby authorized to enter into the New Credit Agreement with Crescent Harbor, as Administrative Agent and Collateral Agent, the Guarantors, and the Lenders party thereto, in substantially the form presented to the Board, or with such changes, modifications, amendments, or supplements as the Authorized Officers (as defined below) shall approve in

3. Authorization of the Security and Guarantee Documents RESOLVED, that the Company is hereby authorized to enter into the Guarantee Agreement, Security Agreement, Borrower Pledge Agreement, intellectual Property Security Agreement, Deposit Account Control Agreements, Securities Account Control Agreements, and each other collateral and security document contemplated by or required under the New Credit Agreement (coll

4. Authorization of the Intercreditor Agreement RESOLVED, that the Company is hereby authorized to enter into, and to cause its applicable subsidiaries to acknowledge and agree to be bound by, the First Lien/Unsecured Intercreditor Agreement between Crescent Harbor, in its capacity as First Lien Collateral Agent under the New Credit Agreement, and Pinnacle Trust Company, in its capacity as Trustee for the holders of

5. Authorization of the Mortgages RESOLVED, that the Company, and each of its applicable subsidiaries that owns any of the mortgaged properties, is hereby authorized to execute, deliver, and cause to be recorded in the applicable county recording offices, mortgages, deeds of trust, assignments of leases and rents, security agreements, and fixture filings (collectively, the "Mortgages") with respect to each of the fol

6. Authorization of UCC Filings RESOLVED, that the Company is hereby authorized to execute and file, or to authorize Crescent Harbor or its counsel to file on behalf of the Company, UCC-1 Financing Statements and any amendments, continuations, or supplements thereto, with the Secretaries of State or equivalent filing offices in the States of Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, namin

7. Authorization of Payoff and Lien Release RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions necessary, appropriate, or desirable to effect the repayment in full of all outstanding indebtedness under the Existing Credit Agreement (estimated payoff amount: $879,375,000, consisting of $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpa

8. Authorization of Funds Flow RESOLVED, that the officers of the Company are hereby authorized and directed to approve and execute the Funds Flow Memorandum and related wire transfer instructions directing the application of the $1,400,000,000 in gross loan proceeds as follows: (a) $879,375,000 to Atlas Meridian Bank, N.A., as administrative agent under the Existing Credit Agreement, in full repayment of all outstan

9. Authorization of Certificates and Deliverables RESOLVED, that each Authorized Officer is hereby authorized and directed to execute, deliver, and certify, on behalf of the Company, all closing certificates, officer's certificates, solvency certificates, secretary's certificates, pro forma compliance certificates, use of proceeds compliance certificates (including, without limitation, certifications regarding (a) co

10. Designation of Authorized Officers RESOLVED, that each of the following persons is hereby designated as an "Authorized Officer" for purposes of these resolutions, and each is hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, the Transaction Documents and any and all other documents, instruments, agreements, certificates, notices, consents, approvals, directions, and comm

11. Engagement of Advisors RESOLVED, that the engagement of the following professional advisors in connection with the transactions contemplated by these resolutions is hereby ratified, confirmed, and approved in all respects: (a) Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, as counsel to the Company (responsible partner: Claudia Merritt; billing partner: Ian Blackwood); (b) Stonebridge

12. Ratification of Prior Actions RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with or in furtherance of the transactions contemplated by these resolutions, including without limitation (a) the negotiation, execution, and delivery of the commitment letter with Crescent Harbor dated as of February 14, 2025, (b) the negotiation, execution, and delivery of the fee l

13. General Authority RESOLVED, that each Authorized Officer is hereby authorized, empowered, and directed to take or cause to be taken any and all such further actions, and to execute, deliver, acknowledge, file, record, and publish any and all such further documents, instruments, certificates, agreements, filings, notices, consents, approvals, and communications, in the name and on behalf of the Company, as such Au

1. The foregoing is a true, correct, and complete copy of the resolutions (the "Resolutions") adopted by the unanimous written consent of all members of the Board of Directors of the Company, effective as of January 13, 2025, in lieu of a special meeting of the Board of Directors, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Certificate of Incorporation and Bylaws of the

2. The Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect, and remain in full force and effect as of the date hereof.

3. The Board of Directors of the Company is duly constituted, and each member of the Board of Directors who consented to the Resolutions was, on the date of adoption thereof, a duly elected or appointed member of the Board of Directors of the Company, qualified to act in such capacity and entitled to vote on the matters set forth in the Resolutions.

4. The adoption of the Resolutions by unanimous written consent in lieu of a meeting was taken in accordance with the Certificate of Incorporation and Bylaws of the Company and the General Corporation Law of the State of Delaware, and all requisite corporate actions have been duly taken to authorize the transactions contemplated by the Resolutions.

5. No proceedings for the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, have been commenced, and no petition in bankruptcy has been filed by or against the Company under any applicable federal or state bankruptcy or insolvency law. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of March 28, 2025. NEXFORD INDUSTRIAL HOLDINGS